ACQUISITION AGREEMENT

THIS AGREEMENT is made on and as of the 1st day of March, 1997

AMONG:

ALPHA VENTURES INC., a corporation existing under the laws of the Province of Alberta

("Alpha Ventures")

-and

MICHAEL P. KRAFT, Richard A. Sherman, 1077431 Ontario Limited, Kraft Investments Corp., Michael P. Kraft, as beneficiary for First Marathon Securities Limited RRSP Account 4009516S and Richard Sherman, as beneficiary for Nesbitt Bums Inc. RRSP Account #371050025-13

(collectively the "Shareholders")

WHEREAS Alpha Ventures has made an offer to purchase dated April 9, 1997 (the "Offer") to the holders of common shares ("AC Shares") of Alpha Corporation ("AC") to purchase all of the issued and outstanding AC Shares, for the consideration of 1.38 common shares of Alpha Ventures for each AC Share to a total of 6,978,828 shares of Alpha Ventures.

IN CONSIDERATION of $1.00 and the covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

1. Covenants of the Shareholders pertaining to AC

On behalf of AC and to the best of each of the Shareholders' knowledge, the Shareholders represent, covenant and agree with Alpha Ventures as follows:

(a) Operation of Business. During the period commencing on the date hereof and continuing until the completion or termination of the Offer, the Shareholders agree (except as expressly contemplated by this Agreement or to the extent that Alpha Ventures shall otherwise consent) that they will use their best efforts to cause:

(i) AC to carry on its business in the regular and ordinary course in substantially the same manner as heretofore conducted;

(ii) AC not to declare or pay any dividends on or make other distributions or payments (whether in cash, shares or property or any combination thereof) in respect of the AC Shares or take or authorize any act to implement any of the foregoing;

(iii)AC not to amend or authorize or authorize any amendment to its articles or by-laws;

(iv) AC not to issue, authorize or propose or commit to the issuance of, or, directly or indirectly, purchase or propose the purchase of any securities of AC (other than the issuance of AC Shares pursuant to the exercise of options outstanding on the date hereof);

(v) AC not to acquire or agree to acquire by amalgamating, merging,consolidating or entering into a business combination with, or by purchasing or leasing substantially all the assets of, any business or undertaking or any corporation, partnership, association or other business organization or division thereof;

(vi) AC not to sell, lease, transfer mortgage or otherwise dispose of or encumber any of its properties or assets;

(vii)AC not to incur indebtedness for money borrowed, or assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any person or issue or sell any debt securities other than borrowings in the ordinary course of business consistent with prior practice;

(viii) AC not to grant to any officer or employee of AC any increase in compensation or in severance or termination pay, or enter into any employment agreement with any officer or employee of AC;

(ix) except in the ordinary course of business, AC not to enter into or amend existing agreements, commitments or contracts which, individually or in the aggregate, are material to AC; and

(x) AC to promptly advise Alpha Ventures in writing of any material change in the financial condition or operations of AC that is likely to be materially adverse to AC.

(c) Non-Solicitation During the period commencing on the date hereof and continuing until the completion or termination of the Offer, the Shareholders will not cause AC to solicit, initiate or knowingly encourage submission of proposals or offers from any other person, entity or group relating to the acquisition or disposition of its issued and outstanding AC Shares, any amalgamation, merger, or other form of business combination involving AC, any sale, lease, exchange or transfer of all or substantially all of its assets, or any take-over bid, reorganization, recapitalization, liquidation or winding up of, or other business combination or similar transaction involving AC and any other party other than Alpha Ventures (collectively, the "Proposed Transactions"); provided, however, that the foregoing shall not prevent the board of directors of AC from responding as required by law to any submission or proposal regarding a Proposed Transaction or from making such disclosure to AC's security holders which in the judgement of the board of directors of AC upon the advice of counsel is required under applicable law. The Shareholders agree to forthwith advise Alpha Ventures of any Proposed Transaction communicated or submitted after the date hereof and the terms hereof.

(d) Access to Information The Shareholders will their best efforts to cause AC to give Alpha Ventures and its solicitors, accountants, engineers and other agents full access during reasonable business hours throughout the period from the date hereof to the time of the expiry of the Offer to information concerning the business, assets and liabilities of AC.

2. Covenants of the Shareholders

Each of the Shareholders severally covenants and agrees with Alpha Ventures as follows:

(a) Deposit AC Shares Each of the Shareholders shall deposit under the Offer all AC Shares beneficially owned by such Shareholder before the time fixed for the expiry of the Offer and thereafter shall not withdraw such deposited AC Shares under any circumstances, notwithstanding any statutory or other right of withdrawal he or it may otherwise have provided that each of the following has occurred:

(i) The shareholders of Alpha Ventures have:

(A) approved the acquisition of the AC Shares as Alpha Ventures' Major Transaction as set out and in accordance with the provisions of Policy
4.11 ("Policy 4.11") of the Alberta Securities Commission and the rules of The Alberta Stock Exchange;

(B) approved the granting of further options to purchase up to 700,000 common shares of Alpha Ventures at $0.20 each in accordance with the provisions of Alpha Ventures' Stock Option Plan;

(C) approved the continuance of Alpha Ventures to the jurisdiction of Canada;

(D) approved the amendment of the Articles to permit the directors to appoint additional directors to the board of Alpha Ventures between annual meeting of shareholders;

(ii) the Offer is not withdrawn and all of the AC Shares tendered prior to the expiry of the Offer have been taken up and paid for immediately after the expiry of the Offer;

(b)NoTransfer From the date hereof until the time of the expiry of the Offer, the Shareholders shall not sell, transfer or otherwise dispose of any AC Shares beneficially owned by the Shareholders on the date hereof (except by depositing AC Shares under the Offer).

3. Representations and Warranties of the Shareholders.

Each of the Shareholders severally represents and warrants to Alpha Ventures (and acknowledges that Alpha Ventures is relying upon such representations and warranties in connection with the entering into of this Agreement) that, as of the date hereof, the Shareholder is the registered beneficial owner of the number of AC Shares set opposite the Shareholder's name below, free and clear of all liens, charges, encumbrances, security interests and other rights of others whatsoever and has good and sufficient power, authority and right to transfer or cause to be transferred the registered and beneficial title to such AC Shares to Alpha Ventures with good and marketable title thereto:

Name                                                        AC Shares
Michael Kraft1                                                 94,610
Richard Sherman2                                               35,000
1077431 Ontario Limited 3                                   1,527,550
Kraft Investments Corp.4                                    1,435,940

1. Held by First Marathon Securities Limited RRSP Account #009516S beneficially for Michael Kraft.
2. Held by Nesbitt Bums Inc. RRSP Account # 371050 25-13 beneficially for Richard Sherman.
3. 1077431 Ontario Limited is controlled by Richard Sherman.
4. Kraft Investments Corp. is controlled by Michael Kraft.

3. Counterpart and Facsimile

This Agreement and any document or instrument to be executed and delivered by the parties hereto or in connection with this Agreement may be executed and delivered in separate counterparts and delivered by one party to the other by facsimile, each of which when so executed and delivered shall be deemed to be an original and all such counterparts shall together constitute one and the same agreement, and production of an originally executed or a copy of a transmittal facsimile of each counterpart execution page hereof shall be sufficient for purposes of proof of the execution and delivery of this Agreement or such document or instrument.

4. Further Assurances

The parties shall from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party may reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

5. Successors and Assigns

This Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.

6. Notices

Any demand, notice or other communication to be given in connection with this Agreement shall be given in writing and shall be given by personal delivery or by facsimile transmission addressed to the recipient as follows:

To Alpha Ventures:

#500, 530 - 4th Ave. S.W. Calgary, Alberta T2P OJ9 Phone No.: (403) 266-5035 Facsimile No.: (403) 265-6368

To the Shareholders:

c/o Suite 890, 151 Bloor St. W. Toronto, Ontario M5S IS4 Phone No.: (416) 927-7000 Facsimile No.: (416) 927-1222

or to such other address or person as may be designated by notice given by one party to the other. Any such communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if given by facsimile transmission, on the date of transmission thereof.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the parties hereto attorn to the jurisdiction of the courts of Ontario.

IN WITNESS WHEREOF the parties have executed this Agreement as of the date and year first above written.

ALPHA VENTURES, INC.

                                     PER: /s/ Michael Kraft
                                         ------------------------------
                                     Name: Michael Kraft
                                     Title: President & C.E.O.
                                     An authorized signing officer

/s/                                  /s/ Michael Kraft
----------------------               ----------------------------------
Witness                              Michael Kraft


/s/                                  /s/ Richard A. Sherman
----------------------               -----------------------------------
Witness                              Richard A. Sherman


1077431 ONTARIO LIMITED              KRAFT INVESTMENTS CORP.


Per: /s/ Richard Sherman             Per: /s/ Michael Kraft
    ---------------------                -----------------------------
Name: Richard Sherman                Name: Michael Kraft
Title:                               Title:
An authorized signing officer        An authorized signing officer


/s/                                  /s/ Michael Kraft
------------------------             ---------------------------------
Witness                              Michael Kraft, as beneficiary for
                                     First Marathon Securities Limited RRSP
                                     Account #009516S


/s/                                  /s/ Richard Sherman
------------------------             -------------------------------
Witness                              Richard Sherman, as beneficiary for Nesbitt
                                     Burns, Inc. RRSP Account #37105025-13

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 30th day of December, 1997

BETWEEN:

INTERNATIONAL ALPHA MEDIA, INC,

(the "Purchaser)

- and -

ALPHA VENTURES INC.

("Alpha")

- and -

JOY ABERBACK and CALIBURN ENTERPRISES INC.

(collectively, the "Vendor")

WHEREAS the Vendor wishes to sell and the Purchaser wishes to purchase the Purchased Shares (as defined herein) on the terms set out herein;

NOW THEREFORE THIS AGREEMENT WITNESSES that, in consideration of the covenants contained herein, the parties hereto agree as follows:

ARTICLE I
GENERAL CONTRACT PROVISIONS

1.1 Definitions. Whenever used in this agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the following meanings, respectively:

"Assets" means, with respect to any Person, all the undertaking, property and assets of the Person, whether owned, licensed or leased, of every kind and description wheresoever situated;

"Balance Sheet Date" means November 15, 1997;

"Business" means the business carried on by the Company at the date hereof, consisting of the ownership, development and distribution of the EPP;

"Business Day" means a day other than a Saturday, Sunday or any day on which the principal commercial banks located at Toronto, Ontario are not open for business during normal banking hours;

"Closing" means the completion of the sale to and purchase by the Purchaser of the Purchased Shares contemplated herein;

"Closing Date" means the fifth business day after all regulatory approvals are obtained, or such earlier or later date as may be mutually acceptable to the Parties;

"Company" means Consolidated Sino Ventures Limited;

"Contingent Liability" means any liability which, under Generally Accepted Accounting Principles, would be considered a contingent liability of a Person and, without limiting the generality of the foregoing, includes any potential claim or liability under litigation or regulatory proceedings or in respect of any uninsured claim or in respect of any insured claim (such as co-insurance, a deductible or a policy limit);

"Contractual or Other Right or Obligation" means any form of written or oral agreement, contract, instrument, license, permit, registration, judgment, order, decree, indenture, lease, engagement, commitment, franchise, obligation, qualification, restriction or understanding;

"Debt" with respect to any Person means (i) any indebtedness, liability or obligation of such Person which, under Generally Accepted Accounting Principles, would be considered a liability for the purpose of balance sheet presentation,
(ii) all indebtedness, liability or obligation of such Person secured by any Encumbrance, whether or not the same is shared by any other Person, and (iii) all indebtedness, liability or obligation of another Person which that Person has, directly or indirectly, guaranteed, acted as surety or indemnitee, endorsed, assumed, accepted, factored with recourse, agreed to purchase or repurchase, or in respect of which such Person has agreed to provide any other form of financial assistance (including, without limitation, supplying or advancing funds, or maintaining solvency or working capital or equity or "take-or-pay" agreements or "keep-well" agreements) under which that Person is or may become liable;

"Effective Date" means the date of this agreement;

"Encumbrance" means any form of agreement, option, understanding, commitment equity, covenant, mortgage, charge, security interest, lien, adverse claim, pledge, demand, action, restriction, order, judgment, decree, encumbrance or right or privilege affecting or capable of affecting the title or right of ownership or ability to transfer or convey any property or asset;

"EPP" means Educational Publishing Products consisting of an interactive EFL Program and Stories Lost and Found: The Universe of Folklore ("Stories"), all as more particularly described in Schedule 2 hereof,

"Financial Statements" means the balance sheet of the Company as at November 15, 1997 and the accompanying statements of retained earnings and operations (loss) and changes in financial position and the notes thereto for the period then ended which balance sheet and accompanying statements are annexed hereto as Schedule 1;

"Interim Period" means the period between the close of business on the Effective Date and the Time of Closing on the Closing Date;

"Parties" means, collectively, the parties to this Agreement and "Party" means any of them;

"Permitted Encumbrances" means:

liens for taxes, assessments, government charges or levies which are not at the time due and delinquent or the validity of which is being contested in good faith provided that such contestation involves no loss or forfeiture of any of the Purchased Shares, and

undetermined or inchoate liens or charges which have not at the time been filed pursuant to law against the applicable Person or which relate to obligations not then due or delinquent;

"Person" means an individual, corporation, partnership, unincorporated syndicate, unincorporated organization, trust, trustee, executor, administrator, or other legal representative, government or governmental agency, department or instrumentality, or any group or combination thereof,

"Purchase Price" has the meaning set out in section 2.2;

"Purchased Shares" means all of the issued and outstanding shares in the capital of the Company and

"Taxes" means any and all income, profits, use, occupancy, transfer, franchise, withholding, payroll, employment, corporate, capital, stamp, business, realty, sales, fuel, excise or other taxes, duties, fees, surtaxes, assessments, levies, imposts or charges payable to or exigible by any governmental agency, authority or instrumentality, domestic or foreign.

1.2 Gender and Number. Any reference in this Agreement to gender shall include all genders and words used herein importing the singular number only shall include the plural and vice versa.

1.3 Headings, Etc. The division of this agreement into articles, sections, subsections and other subdivisions and the *insertion of headings are for convenience of reference only and shall not affect or be utilized in the construction or interpretation hereof

1.4 Currency. All references in this agreement to dollars, unless otherwise specifically indicated, are expressed in Canadian currency.

1.5 Governing Law. This agreement shall be construed, interpreted and the rights of the Parties determined in accordance with the laws, other than the conflicts of laws rules, of Barbados applicable therein and shall be treated in all respects as a Barbadian contract. The Parties hereby irrevocably attorn on a non-exclusive basis to the jurisdiction of the courts of Barbados.

1.6 Schedules. The following are the schedules attached to and incorporated in this Agreement by reference and deemed to be a part hereof.

Schedule                                     Documentation

1                                            Financial Statements
2                                            EPP Description
3                                            Contracts

1.7 Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, the Party shall make due and diligent inquiry of such Persons (including without limitation appropriate officers of the Party) as would be reasonable in the circumstances as to the matters that are the subject of such representations and warranties.

1.8 Further Assurances. Upon the request of the other, each of the Parties shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered all such further acts, deeds, documents, assignments, transfers, conveyances, and assurances as may be reasonably necessary or desirable to effect complete consummation of the transactions contemplated by this Agreement.

1.9 Time Time shall be of the essence hereof

1.10 Notices. Any notice, document or other communication required or permitted by this agreement to be given by a Party shall be in writing and is sufficiently given if delivered personally or transmitted by fax to such party addressed as follows:

(a) in the case of the Vendor to them at

Barbados, West Indies
Attention:                           Joy Aberback
Fax:                                 (246) 424-2076

(b) in the case of the Purchaser to it at:

International Alpha Media~ Inc.
Chancery Chambers, High Street
Bridgetown, Barbados, West Indies
Attention:                           Vivian Boyce
Fax:                                 (246) 431-0076

(c)  in the case of Alpha to it at:

151 Bloor Street West, Suite 890
Toronto, Ontario, M5S IS4
with a copy to,

Aird & Berlis
Barristers & Solicitors
BCE Place, Suite 1800
181 Bay Street, Box 754
Toronto, Ontario, M5J 2T9
Attention:                            Sandra S. Cowan
Fax:                                  (416) 863-1515

Notice transmitted by fax or delivered personally shall be deemed received on the day of transmission or personal delivery, as the case may be if transmitted or delivered before 5:01 p.m. on a Business Day or on the next Business Day if transmitted or delivered after such. time, --Any Party may from time to time notify the others in the manner provided herein of any change of address which thereafter, until changed by like notice, shall be the address of such party for all purposes hereof.

Amendments. No supplement, modification, waiver or termination of this agreement shall be binding unless executed in writing by the Party to be bound thereby.

1.12 Waiver. No delay or failure of any party in exercising any right or remedy hereunder and no partial exercise of any such right or remedy shall be deemed to constitute a waiver of such right or remedy or any other rights or remedies of such party hereunder. No waiver of any of the provisions of this agreement shall be deemed or shall constitute a waiver of any other provisions (whether or not similar) nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. Any consent by a party to or any waiver by a Party of any breach of any provision of this agreement shall not constitute a consent to or waiver of any subsequent, further or other breach of the provisions of this agreement.

1.13 Severability Each of the provisions of this agreement (and each part of each such provision) is severable from every other provision hereof (and every other part thereof). In the event that any provision (or part thereof) contained in this agreement or the application thereof to any circumstance shall be invalid, illegal or unenforceable, in whole or in part, in any jurisdiction and to any extent:

a) the validity, legality or enforceability of such provision (or such part thereof) in any other jurisdiction and of the remaining provisions contained in this agreement (or the remaining parts of such provision, as the case may be) shall not in any way be affected or impaired thereby;

b) the application of such provision (or such pail thereof) to circumstances other than those as to which it is held invalid, illegal or unenforceable shall not in any way be affected or impaired thereby;

c) such provision (or such part thereof) shall be severed from this agreement and ineffective to the extent of such invalidity, illegality or unenforceability in such jurisdiction and in such circumstances; and

d) the remaining provisions of this Agreement (or the remaining parts of such provision. as the case may be) shall nevertheless remain in full force and effect.

1.14 Publicity Save as required by law or by any stock exchange, none of the Parties shall issue any press release or make any other public statement or announcement relating to or connected with or arising out of this Agreement or the matters contained herein, without obtaining the prior written approval of the other Parties to the contents and the manner of presentation and publication thereof. If disclosure is required by law or by any stock exchange, the disclosing Party shall consult in advance with the other Parties and attempt in good faith to reflect such other Parties' concerns in the required disclosure.

1.15 Successors in Interest This Agreement and the provisions hereof shall enure to the benefit of the Parties and their respective heirs, executors, personal legal representatives, successors and permitted assigns.

1.16 Expenses. All costs and expenses (including without limitation, the fees and disbursements of legal counsel investment advisers and auditors) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.

1.17 Execution in Counterparts Agreement may be executed in two or more counterparts, all of which shall be considered one and the same agreement, and each of which shall be deemed an original.

1.18 Joint and Several- All covenants, representations and wan-antics of Joy Aberback and Caliburn Enterprises Inc. contained herein are made on a joint and several basis.

ARTICLE 2

PURCHASE AND SALE OF PURCHASED SHARES

2.1 Purchased Shares Subject to the terms and conditions hereof, on Closing the Vendor shall sell, assign and transfer to the Purchaser the Purchased Shares free and clear of all Encumbrances and the Purchaser shall purchase from the Vendor the Purchased Shares.

2.2 Purchase Price- The Purchase Price (the"Purchase Price" payable by the Purchaser to the Vendor for the Purchased Shares shall be equal to $480,000 which should be paid and satisfied by the issue of 960,000 common shares of Alpha at a deemed issuance price of $0.50 per share to be allocated between Joy Aberback and Caliburn Enterprises Inc. as follows:

Joy Aberback 876,700 common shares Calibum Enterprises Inc 83,300 common shares

2.3 Effective Date. Notwithstanding the actual date of closing of the purchase and sale of the Purchased Shares, the effective date of the purchase and sale transaction shall be the Effective Date. The ownership of the Purchased Shares and all rights and attributes of ownership shall pass to the Purchaser as of the Effective Date.

ARTICLE 3
PRE-CLOSING MATTERS

3.1 Conditions Precedent. The obligation of the Purchaser to complete the purchase of the Purchased Shares is subject to the satisfaction of, or compliance of the following condition precedent is provided for the exclusive benefit of the Purchaser and may be waived by the Purchaser at or before the Time of Closing all corporate, legal and regulatory proceedings, approvals and consents (including without limitation, the consent of the Alberta Stock Exchange) as are reasonably considered necessary by the Purchaser's solicitors shall have been taken or obtained to permit the consummation of the transaction contemplated herein and all representations and warranties contained herein shall be true and correct at the time of closing.

3.2 Non-Fulfilment. If the condition set forth in section 3.1 is not satisfied or complied with, the Purchaser may:

a) refuse to complete the transaction contemplated herein by notice to the Vendor, and in such event, the Deposit shall be returned to the Purchaser without deduction but with all accrued interest and the Purchaser shall be released from all its obligations hereunder, it being expressly understood and agreed that the Purchaser may thereafter pursue any rights or remedies which it may have at law or in equity arising from the breach or default of the Vendor, including any claim for breach of representation, warranty or covenant hereunder, or

b) complete the transaction contemplated herein, it being expressly understood and agreed that the Purchaser may rely, notwithstanding such completion, upon any representations, warranties or covenants and conditions contained in this agreement;

provided that any of such condition may be waived in whole or in part, any such waiver to be binding on the Purchaser only if the same is in writing. No waiver by the Purchaser of such condition, in whole or in part, shall operate as a waiver of any other condition or part of a condition.

3.3 Interim Period. During the Interim Period, the Vendor shall cause the Company to conduct the Business in, and only in, the ordinary and normal course thereof in substantially the same manner as heretofore conducted and to preserve intact the Company's Assets and the Business, and not to:

a) enter into any transaction, undertake any action or refrain from taking any action which, if had been effected or had occurred before the date of this agreement, would constitute a breach of the representations, warranties, or agreements of the Vendor contained herein;
b) permit any of the Assets of the Company to be sold, assigned or subjected to any Encumbrance, make
c) any capital expenditure or commitment therefore;
d) knowingly take or cause to be taken any steps, directly or indirectly which may in any way adversely affect the completion of the transaction contemplated herein;
e) amend its constating documents or by-laws;
f) issue, authorize or propose the issuance of, or purchase or propose the purchase of,any shares or securities;
g) acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing substantially all of the assets of or otherwise, any business or any corporation, partnership, association or other business organization or division thereof; and enter into any material or any transaction out of the ordinary course of Business.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying upon each of such representations and warranties in connection with the entering into of this agreement and the consummation of the transaction contemplated hereby:

4.1 Due Incorporation and Subsistence. The Company: (a) is a corporation duly incorporated, organized and validly subsisting and in good standing under the laws of Barbados; (b) has all necessary corporate power and authority to own or lease its property and assets and to carry on the business as now being conducted by it; (c) is duly qualified, licensed or registered to carry on the business as now being conducted; and (d) is in good standing in all jurisdictions in which the nature of the business conducted by it or the property owned by it makes such qualification, licensing or registration necessary.

4.2 Authorized Capital. The authorized and issued capital of the Company. No Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, including convertible securities,. warrants or convertible obligations of any nature for the purchase, subscription, allotment or issuance of any of the issued or unissued shares or securities convertible into unissued shares in the capital of the Company.

4.3 Validity of Agreement.

(a) The Vendor has all necessary right, power and authority to enter into, execute and deliver this agreement and to perform its obligations hereunder.

(b) The entry into, execution and delivery of this agreement and all other agreements and documents required to be delivered by the Vendor hereunder, the performance by the Vendor of its obligations hereunder and the consummation of the transactions contemplated hereby: (i) have been and will be duly authorized by all necessary action, and (ii) do not or will not conflict with or constitute a breach of or a default under or create any Encumbrance under (or would not with the passage of time or the giving of notice, or both, conflict with or constitute a breach of or a default under or create any Encumbrance under) any of the terms or provisions of the consisting documents, by-laws or resolutions of the Vendor or the Company or of any Contractual or Other Right or Obligation to which the Vendor or the Company is a party or by which it is bound.

(c) Each of this agreement and all other a ements and documents required to be delivered by the Vendor hereunder constitutes, or on delivery will constitute, a legal, valid and binding obligation of the Vendor enforceable against it in accordance with its terms, subject however to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency and creditors' rights generally and to gener-al principles of equity, including the availability of equitable remedies such as specific performance and injunctive relief which are in the discretion of the court from which they are sought.

4.4 Changes since Balance Sheet Date. Since the Balance Sheet Date:

a) there has been no material adverse change in the financial position of the Company,nor has there been any material adverse change in the affairs, liabilities, Assets, operations or condition (financial or otherwise) of the Company or arising as a result of any legislative or regulatory change, revocation of any license or right to do business, fire, explosion, accident, casualty, labour trouble, flood, drought, riot, storm condemnation, act of God or otherwise;

b) the Company has not entered into, agreed to enter into or authorized any agreement,commitment or transaction to make capital expenditures;

c) the Company has not created, assumed, incurred or paid any Debt or ContingentLiability;

d) the Company has not, directly or indirectly, declared or paid* any dividends or declared or made any other distribution on any of its shares of any class and have not, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares of any class or agreed to do so;

e) the Business has been carried on in the ordinary course; and

f) no payments have been made or authorized by the Company to and no benefits have been conferred or authorized to be conferred upon and no transactions have been entered into with or have otherwise involved the Company current or former officers, directors, shareholders or employees or any Person not dealing at "arm's length" (as such term is defined under the Income Tax Act (Canada)) with the Company or any of the foregoing or any Person who would be considered a "related party" of the Company under generally accepted accounting principles, except, in the case of employment-related items, in the ordinary course of business and at the regular rates payable to them as salary, pension, bonuses or other remuneration or reimbursement of any nature.

4.5 Title to Purchased Shares. The Vendor is the registered and beneficial owner of the Purchased Shares and has good and marketable title to the Purchased Shares, free and clear of any and all Encumbrances. The delivery to the Purchaser of the share certificates representing the Purchased Shares shall result in the Purchaser obtaining good and marketable title to the Purchased Shares, free and clear of any and all Encumbrances. No Person, other than the Vendor, has any interest, direct or indirect, beneficial or otherwise, in the Purchased Shares.

4.6 Litigation. There is no action, suit, proceeding, at law or in equity, claim or demand by any Person or entity, or any investigation, arbitration or any administrative or other proceeding by or before any court, governmental or other instrumentality or agency, pending, or, threatened against or affecting the Vendor, the Assets of the Company, the Purchased Shares or the Company or which questions the validity of any action taken by the Company, and the Vendor does not know of any valid basis therefor. The Vendor and the Company are not subject to any judgment, order or decree entered in any law suit or proceeding.

4.7 Financial Statements. The Financial Statements have been prepared in accordance with generally accepted accounting principles and present fairly:

a) the assets and liabilities (whether accrued, absolute, contingent or otherwise) of and all claims against the Company as at the respective dates of the statements;
b) the financial position and condition of the Company as at the respective dates of the statements; and
c) the revenues, earnings and results of operations of the Company f8-r -the periods ended at the respective dates of the statements.

The financial position of the Company is now and will at the Time of Closing be at least as good as that shown by or reflected in the Financial Statements.

4.8 Books and Records. All accounts, books, ledgers and other financial and accounting records of the Company have been fully, properly and accurately kept and completed and are up-to-date and there are no material inaccuracies or discrepancies of any kind contained or reflected therein. Each Company does not have any of its records, systems, controls, data or information recorded, stored, maintained, operated or otherwise wholly or partly dependent upon or held by any means (including any electronic, mechanical or photographic process, whether computerized or not) which (including all means of access thereto and therefrom) are not under the exclusive ownership and direct control of the Company. The books and records of each Company fairly and correctly set out and disclose in all material respects, in accordance with generally accepted accounting principles and all applicable laws and regulations, the financial position of such Company as at the date hereof and all material financial transactions relating to the business of such Company have been accurately recorded in such books and records.

4.9 Assets. The Company has good and marketable title to all its Assets (real and personal, tangible and intangible, including leasehold interests), including, without limitation, all the properties and assets reflected in the balance sheet forming part of the Financial Statements and, without limiting the foregoing, owns all copyright ownership and distribution rights to the EPP. The Company does not own or have an interest in a material Asset which is not reflected on the Financial Statements.

4.10 Leases. The Company is not party to any lease, sublease, conditional sales contracts, franchises, licenses or other agreements.

4.11 Contracts. Schedule 3 sets out all of the contracts, agreements, engagements or commitments to which the Company is a party or by which it is bound. Except as set forth in Schedule 3 the Company is not A party to, or bound by:

(a) any employment, service or management agreement (written or oral), bonus, deferred compensation, pension, profit sharing, stock option, employee stock purchase, retirement or other employee benefit plan, or any collective agreements or any agreement (oral or written) providing for compensation to be paid to any employee;

(b) any contractual or other right or obligation;

(c) any loan or advance to, or investment in, any other Person or any Contractual or

Other Right or Obligation relating to the making of any such loan, advance or investment; or

(d) any bonds, debentures, mortgages, notes or other Debt whatsoever or any agreement to create or issue any bonds, debentures, mortgages, notes or other Debt.

4.12 No Breach of Contracts. Each contract or agreement set forth in schedule 3 is in full force and effect and unamended, each Company is entitled to all rights and benefits thereunder and there exists no default or event of default or event, occurrence, condition or act (including the purchase of the Purchased Shares hereunder) which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default thereunder and the terms and conditions of such contracts and agreements will not be affected by the completion of the transactions contemplated hereunder.

4.13 Taxes. Each Company has duly filed within the times and within the manner prescribed by law, all federal, provincial, local and foreign tax returns and tax reports which are required to be filed by or with respect to the Company. The information contained in such returns and reports is true and correct and reflects accurately, in all respects, all liability for Taxes of the Company for the periods covered thereby. All Taxes, assessments and reassessments (including charges, interest, dues, fines, and penalties) payable by, or due from, each Company on or before the date hereof have been fully paid or adequately disclosed and fully provided for in the books and financial statements of each Company. No examination of any tax return of each Company is currently in progress, there are no outstanding agreements or waivers extending the statutory period providing for an extension of time with respect to the assessment or re-assessment of any Taxes or the filing of any tax return by, or any payment of any Taxes by, or levying of any governmental charge against, the Company, and there are no actions, audits, assessments, re-assessments, suits, proceedings, investigations or claims now threatened or pending against each Company in respect of Taxes or governmental charges or any matters under discussion with any governmental authority relating to Taxes or governmental charges asserted by any such authority nor is the Vendor aware of any grounds therefor. Each Company has withheld from each payment made by it the amount of all Taxes and other deductions required to be withheld therefrom and has paid the same to the proper taxing or other authority within the time prescribed under any applicable legislation or regulation.

4.14 Employment The Company does not have any employees

4.15 Debts. There are no Debts of any kind whatsoever (accrued, absolute, Contingent or otherwise) in respect of which the Company is liable at the date hereof or may become liable on or after the consummation of the transactions contemplated by this agreement other than:

(a) Debts disclosed on, reflected in or provided for in the Financial Statements,
(b) Debts disclosed or referred to in this agreement or in the schedules attached hereto,

and

(c) Debts incurred in the ordinary course of business and attributable to the period since the Balance Sheet Date, none of which has been materially adverse to the nature of the business, results of operations, Assets, financial condition or manner of conducting the business of the Company and which, in the aggregate, do not exceed $5,000.

4.16 Full Disclosure. This Agreement, all schedules hereto and all certificates delivered in accordance with the terms hereof and any document or statement in writing which has been or is to be supplied in connection with the transaction contemplated hereby, do not contain any untrue statement of a material fact, or omit any statement of a material fact necessary in order to make the statements contained herein or therein not misleading. There is no fact known to the Vendor which materially and adversely affects the business, prospects or financial condition of the Company, the Business or the Company's Assets, or which might reasonably be expected to deter the Purchaser from completing the transaction contemplated.

4.17 Survival. All covenants, representations and warranties made herein or in any agreement, certificate or other document delivered or given pursuant to this agreement shall survive the execution and delivery of this agreement and the completion of the transaction contemplated by this agreement and, notwithstanding such completion or any investigation made by or on behalf of the Party to whom or in whose favour such covenants, representations and warranties were made, shall continue in full force and effect, for a period of two years following the Closing Date, after which period the respective Parties shall be released from their respective obligations and liabilities hereunder, except in respect of claims made in writing prior to expiry of such period, provided that:

(a) all covenants, representations and warranties relating to Taxes, tax liability or other tax matters for any period ending prior to or on the Closing Date shall survive the Closing for any period during which any taxing authority may make any claim or assessment based on any return filed or failed to be filed plus a period of six months, after which period the Purchaser and Vendor shall be released from their respective obligations and liabilities hereunder, except in respect, of claims made in writing prior to the expiry of such period,

(b) any claim based on or with respect to the inaccuracy or non-performance or non fulfillment or breach of any representation, warranty or covenant of a Party respecting Taxes, tax liability or other tax matters set out herein may be brought by the Purchaser or Vendor, as the case may be, at any time, if such claim is based upon any failure or omission to file a return or any misrepresentation made or fraud committed in filing a return or in supplying information under any legislation pursuant to which a Tax is imposed,

(c) any claim based upon any misrepresentation, or breach or inaccuracy in any of the representations and warranties of a Party set out herein may be brought against such Party at any time if such Party knew of such misrepresentation, breach or inaccuracy at the time such representation or warranty was made by such Party, and

(d) any claim based upon a defect in title of or the inability of the Vendor to sell the purchased Shares may be brought by the Purchaser at any time.

(e) 4.18 Indemnification. The Vendor shall indemnify and save the Purchaser and its shareholders, directors, officers, employees, agents and representatives (and the Purchaser shall be deemed to be a trustee and agent with respect thereto) harmless of and from any liability, obligation, cost, expenses, damage or loss whatsoever arising out of, under, or pursuant to:

(a) any incorrectness in, or breach of, or default under, any representation or warranty or covenant of the Vendor hereunder or in any certificate or other document delivered by the Vendor pursuant hereto;

(b) any assessment for Taxes, interest and/or penalties of or relating to the Company;

all claims, demands, suits, causes of action, proceedings, judgments, costs and expenses or other liabilities of any kind whatsoever in respect of the foregoing, including reasonable legal fees and disbursements in connection with the foregoing; and

the nonfulfillment of any condition contained herein for which it is solely responsible.

ARTICLE 5
CLOSING

5.1 Closing. The Closing of the purchase and sale of the Purchased Shares shall takeplace at the Time of Closing on the Closing Date at the Offices of Messrs. Aird & Berlis, Toronto, or at such other place and/or time as the Parties may mutually agree upon.

5.2 Closing Deliveries. At the Time of Closing, the Vendor shall deliver to the Purchaser:

a) share certificates representing the Purchased Shares duly endorsed in blank for transfer;
b) a certificate of the Vendor confirming the truth and accuracy of its representations and warranties;
c) the resignation of the officers and directors of the Company;
d) a release in favour of each Company from each of the directors and officers of the Company; and
e) all other assurances, transfers, assignments, consents, legal opinions and other documents as the Purchaser's solicitors consider reasonably necessary or-desirable to validly and effectively complete the transactions contemplated hereby.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

INTERNATIONAL ALPHA MEDIA, INC.

/s/
-------------------------------

ALPHA VENTURES, INC.

                                                Per: /s/
                                                    ---------------------------


SIGNED SEALED AND DELIVERED     )
In the presence of:             )
                                )
/s/                             )       /s/ Joy Aberback
----------------                )       -----------------
Witness                         )


                                                CALIBURN ENTERPRISES, INC.

                                                Per: /s/
                                                    ---------------------------

THIS AGREEMENT made as of the 1" day of May, 1998

BETWEEN:

ALPHA CORPORATION,

a corporation incorporated under the laws of the Province of Ontario

(hereinafter called the "Corporation")

OF THE FIRST PART

and MICHAEL P. KRAFT & ASSOCIATES INC.
a corporation incorporated under the
laws of the Province of Ontario
(hereinafter called the "Consultant")

OF THE SECOND PART

RECITALS

WHEREAS:

(a) The Corporation carries on the business of pre-selling or licensing book, video andother complementary products and any other business or businesses that may be from time to time approved by the board of directors of the Corporation (hereinafter called the "Business");

(b) The Corporation wishes to engage the services of Consultant to provide administration management services and marketing consulting to the Corporation;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of other good and valuable consideration and the covenants, agreements and payments herein set forth and provided for, it is agreed by and between the parties hereto as follows:

1 INTERPRETATION

1.01 For the purposes of this Agreement, including the recitals and any amendment hereto, the following words and phrases shall have the following meanings:

(a) "Agreement" means this agreement and schedules hereto-,

(b) "Business" has the meaning ascribed thereto in paragraph (a) of the recitals to this

Agreement;

(c) "Consulting Fee" shall have the meaning ascribed thereto in Section 3.01 (a);

(d) "Sales Commissions" shall have the meaning ascribed thereto in Section 3.02.

1.02 For the purpose of this Agreement, all references to "Dollars" or "$" shall mean Canadian funds, unless otherwise specified.

ENGAGEMENT AND DUTIES OF CONSULTANT

Representations of Consultant

2.01 Consultant represents and warrants to the Corporation that he has the required skills and expertise to perform the services as set forth and described in this Agreement. In particular, Consultant represents that he will be able to undertake the administration management and sales &marketing for the products of the Business.

Engagement of Consultant

2.02 Subject to the terms and conditions of this Agreement, the Corporation hereby engages Consultant as an independent contractor and Consultant hereby accepts the engagement during the term of this Agreement to provide the services which may be required by the Corporation with respect to the administration management and sales & marketing for the products of the Business.

Term of Engagement

2.03 The engagement of Consultant hereunder shall be for an initial period of eight (8) months, commencing from the 1st day of May 1998 and ending on the last day of December 1998 and, unless such engagement shall be terminated as hereinafter provided, thereafter from year to year unless and until terminated as hereinafter provided.

Covenants of Consultant

2.04 Consultant hereby covenants and agrees that:

(a) Consultant shall carry out his obligations to the Corporation hereunder;

(b) Consultant shall devote such time and attention to the performance of his duties hereunder in order to carry out the obligations on the part of Consultant to be observed and performed hereunder. The Corporation acknowledges that Consultant is not limited or affected, notwithstanding any provision hereof, in his ability to carry on other consulting services for his other clients, and consequently, Consultant will devote only so much of his time to the Corporation as in his judgment is reasonably required.

(c) Consultant shall use his best efforts to promote the Business; and

(d) Consultant will, at his sole discretion, during the continuance of this Agreement so long as the board of directors of the Corporation may so desire, serve as an officer of the Corporation without additional remuneration.

Diligent Performance of Duties

2.05 Consultant shall duly and diligently perform all the reasonable duties to be performed pursuant to this Agreement during the term of this Agreement and any renewal hereof as it relates to the consulting services to be provided by Consultant hereunder.

Review and Control of Consulting Services

2.06 The Consultant shall meet with the board of directors of the Corporation on a regular basis and at least quarterly to discuss and review all consulting services to be conducted by the Consultant pursuant to this agreement and the Corporation agrees that the Consultant will have complete control over the services to be rendered under this Agreement .

3.0 COMPENSATION OF CONSULTANT

Fixed Annual Remuneration

3.01 The Corporation shall pay Consultant shall at the monthly rate of $3,000.00 plus GST(if applicable) payable, in arrears, in two equal installments on the 15th and last day of each month, commencing the 15' day of May, 1998 and allocated on the account of:

(a) A fixed non-recoverable fee (the "Consulting Fee") of $3000.00 per month (payable on The 15 th and last day of each month) for management services. Additionally, Michael Kraft would be entitled to the full 50% Sales Commission less Administration & Operating Fee and Monthly Expenses (see Schedule B). Further, Michael Kraft and Stan Starkman would be entitled to share the 50% Sales Commission for all International Sales less Administration & Operating Fee and Monthly Expenses (see Schedule B).

3.02 In addition to the Consulting Fees provided hereunder, Consultant shall be entitled during the continuation of this Agreement and commencing with the period beginning May 1st 1998 to receive a sales commission ("Sales Commission") plus GST (if applicable) according to Schedule "B" annexed hereto, for confirmed purchase orders accepted by the Corporation from and after May 1st 1998.

Payment on Termination

3.03 The parties hereto acknowledge and agree that upon the expiration of this Agreement or its earlier termination pursuant to the terms hereof Consultant shall be entitled to receive the fixed remuneration and Sales Commission owing to him to the effective date of termination. Such fixed remuneration and Sales Commission shall paid by the Corporation to Consultant within 30 days from the effective date of termination.

Reimbursement of Certain Expenses

3.04 Consultant shall be reimbursed by the Corporation for all travel & entertainment and other expenses actually and properly incurred in connection with the Corporation. The Corporation must pre-authorize travel and hotel costs (which will be booked by the Corporation). For all such expenses, Consultant shall furnish to the Corporation monthly expense statements and vouchers by no later than the 1 5th day of the following month and the Corporation shall reimburse such expenses within seven (7) business days from receipt.

Automobile

3.05 The Corporation agrees that it will provide Consultant with a reasonable automobile allowance to commensurate with Consultant's position with the Corporation.

Success Fees

3.06 Consultant shall receive a success fee from 2%-2.5% of the aggregate amount arranged for project debt and equity financing upon completion of such financing and payable within 5 business days from receipt of such funds by the Corporation.

4.00 NON -DISCLOSURE AND NON-COMPETITION

Confidential Information

4.01 Consultant shall not, either during the continuance of this Agreement or at any time thereafter use for its own benefit or in any manner adverse to the interest of the Corporation or its subsidiaries or disclose or make available to others for any reason or purpose whatsoever any Confidential or disclose or make available to others for any reason or purpose whatsoever any Confidential Information (as defined below).

"Confidential Information" is defined to be information disclosed to the Vendor or know by him as a consequence of or through its relationship with the Corporation or any subsidiary or division thereof, not generally known in the Corporation's industry, about the Corporation's customers, advertising methods, public relations methods, business methods, organization, procedures or finance, including without limitation information of or relating to advertising programs, designs, contracts, arrangements, research, trade secrets, information regarding trade marks or other intellectual property rights, customer lists, product and service lines, marketing data and any related or technical, corporate or trade information; Confidential Information shall be deemed not to include any information known publicly or readily available to the public, or any information which the Corporation or Consultant is required to disclose by law.

Non-Competition

4.02 (1) Consultant shall not, either during the continuance of this Agreement or for a period of:

(a) 2 years, or
(b) 1 year,

following the date of termination of this Agreement, either individually or in partnership or jointly or in conjunction with any person as principal, agent, employee, shareholder (other than a holding of shares listed on a Canadian or United States stock exchange that does not exceed 10% of the outstanding shares so listed) or in any other manner whatsoever carry on or be engaged in or be concerned with or interested in or advise, lend money to, guarantee the debts or obligations of or permit his name or any part thereof to be used or employed by any person engaged in or concerned with or interested in any business activity competitive with those aspects of the Business described in Schedule "B" annexed hereto within:

(i) North America;
(ii) Canada;

Sub-Sections 4.02 (1)(a) and (b) and Sub-Sections 4.02(l)(i),and Sub-Sections
(iii) are each separate and distinct covenants, severable one from the other and the greatest of Sub-Sections 4.02 (1)(a) and (b) and Sub-Sections 4.02(l)(i) and
(ii) shall apply unless such covenant is determined to be invalid or unenforceable, in which event the next greatest shall apply, and so on.

Proprietary Properties

4.03 (a) All inventions, innovations, improvements, copyright or trade mark rights created or developed by Consultant in the course of providing his services hereunder or in any way relating to the business of the Corporation, whether patented, trade marked or not shall be the exclusive property of the Corporation and the Corporation shall have the exclusive right to file any patent applications, trade mark applications, copyright or other protection, in the name of the Corporation

in connection therewith and Consultant shall co-operate with the Corporation and its nominee and provide all necessary assistance in the filing and prosecution of such applications or protection at the expense of the Corporation.

4.03 (b) Consultant covenants and agrees that the concepts and promotions including all copyright and trademark rights inherent in the services made available by it to the Corporation are proprietary information and property of the Corporation and shall not be used or divulged by Consultant without the Corporation's prior written-consent on such terms as may be agreed upon by the Corporation in its sole discretion.

5.00 TERMINATION

Termination by the Corporation

5.01 This Agreement and the engagement of Consultant hereunder may be terminated, at the option of the Corporation, in the following manner and circumstances:

- (a) if the Consultant has committed any material breach of this Agreement and such breach has not been cured within fifteen (15) days of written notice of such breach being given by the Corporation to the Consultant; or

(b) forthwith if Consultant shall become insolvent or bankrupt or makes - an assignment for the benefit of creditors or be adjudged bankrupt or if a receiver or similar officer is appointed in respect to the property or assets of the Consultant; or

(c) forthwith upon the death of Consultant.

Termination by Corporation or Consultant

5.02 Notwithstanding anything in this Agreement to the contrary, either party shall have the right to terminate this Agreement, prior to the expiration of the term or any renewal thereof, upon thirty (30) days prior written notice to the other party.

Delivery of the Corporation's Property at Termination

5.03 Upon any termination of this Agreement, Consultant shall at once deliver or cause to be delivered to the Corporation all books, documents, effects, money, securities or other property belonging to the Corporation or for which the Corporation is liable to others, which are in the possession, charge, control or custody of Consultant.

Survival of Certain Sections

5.04 Notwithstanding any termination of this Agreement for any reason whatsoever the provisions of Sections 4.01, 4.02 and 4.03 of this Agreement and any other provisions of this Agreement necessary to give efficacy thereto shall continue in full force and effect following such termination.

RENEWAL OF AGREEMENT

Renewal

6.01 The Corporation may offer to renew this Agreement for a period of one year and so on from year to year by giving notice in writing to Consultant by not later than the first day of the third last month of the contract year. Such notice shall include the Corporation's proposals for any changes in terms or conditions of the service engagement. Consultant shall communicate its acceptance of such offer by giving notice in writing thereof to the Corporation no later than 15 days after receipt of the said offer. Any proposed changes in remuneration or other terms and conditions of the service engagement shall be agreed upon in writing between the parties.

Non-Renewal

6.02 In the event that the Corporation gives notice of non-renewal of this Agreement in writing to Consultant by not later than the 1 st day of the third last month of the contract year or the Corporation does offer to renew this Agreement as set forth in Section 6.01 and Consultant does not accept such offer, this Agreement shall expire and the service engagement hereunder shall terminate without any notice or payment of remuneration in lieu of notice in accordance with the provisions of this Agreement on the last day of the contract year.

INDEMNITY

7.01 The Corporation shall indemnify and hold the Consultant harmless from and against any and all liabilities, losses, costs, damages and expenses whatsoever which the Consultant may suffer or incur, including, without limiting the generality of the foregoing, all legal fees incurred in connection with any such losses, costs, damages and expenses as a result of any demand, claim, action, suit or proceeding made, threatened or brought against the Consultant as a result of any and all claims of patent, copyright and /or trade mark infringement relating to the Corporation's patents, copyrights and/or trademarks arising out of the exercise by the Consultant of the rights granted to it by the Agreement.

7.02 The Consultant acknowledges and agrees that it shall be liable for any and all income taxes (federal and provincial), goods and services taxes, provincial sales taxes (if applicable), and any other taxes that may be payable to any regulatory authority for the services rendered to or the payments made by the Corporation to the Consultant hereunder. The Consultant shall indemnify and hold the Corporation harmless from and against any and all liabilities, losses, costs, damages and expenses whatsoever which the Corporation may suffer or incur, including, without limiting the generality of the foregoing, all legal fees incurred in connection with any such losses, costs, damages and expenses as a result of any demand, claim, action, suit or proceeding made, threatened or brought against the Corporation as a result of Consultant failing to pay such taxes.

7.03 The Consultant covenants and agrees that at no time during or following termination of this Agreement will do or say anything to conduct himself in such manner as to bring Corporation into disrepute or harm or diminish its business reputation and good name. If it is determined at law by a court of competent jurisdiction that such a breach has occurred, the Corporation may immediately terminate this Agreement and in addition to any other remedy available to the Corporation, no further payments shall be required to be made to Consultant under sections 3.01,3.02, 3.03 and 3.04 of the Agreement.

8.0 GENERAL

Sections and Headings

8.01 Under no circumstances shall this Agreement be deemed to create an employment or agency relationship between the Consultant and the Corporation. The Consultant shall at all times be and remain an independent contractor.

8.02 The divisions of this Agreement into Articles and Sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof, "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement or instrument supplemental or ancillary hereto. Unless something in the subject matter or context is inconsistent therewith, reference herein to Articles and Sections are to Articles and Sections of this Agreement.

Number

8.03 In this Agreement words importing the singular number only shall include the plural and vice versa and words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations and vice versa.

Benefit of Agreement

8.04 This Agreement is for the personal services of Consultant and may not be assigned by Consultant without the prior written consent of the Corporation, which consent may be unreasonably and arbitrarily withheld. Subject to the foregoing, this Agreement shall ensure to the benefit of and be binding upon the heirs, executors, administrators and legal personal representatives of Consultant and the successors and permitted assigns of Consultant and the Corporation respectively.

Entire Agreement

8.05 This Agreement and any schedules annexed hereto constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto. There are no representations, warranties, forms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties other than as expressly set forth in this Agreement.

Amendments and Waivers

8.06 No amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided in the written waiver, shall be limited to the specific breach waived.

Severability

8.07 If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part of such provision and all other provisions hereof shall continue in full force and effect.

Notices

8.08 Any demand, notice or other communication (hereinafter in this Section 8.08 referred to as a "Communication") to be given in connection with this Agreement shall be given in writing and may be given by personal delivery or by registered mail addressed to the recipient as follows:

To the Corporation:

Alpha Corporation
151 Bloor Street West, Suite 890
Toronto, ON
M5S 1 S4
Fax: (416) 927-1222

Aftn-. Mr. Michael Kraft

To the Consultant:
Michael P. Kraft &Associates Inc. 151 Bloor Street West Suite 890 Toronto,
ON M5S 1S4

or such other address or individual as may be designated by notice by either party to the other. Any Communication given by personal delivery shall be conclusively deemed to have been given on the day of actual delivery thereof and, if made or given by registered mail, on the fourth day, other than a Saturday, Sunday or statutory holiday in Ontario, following the deposit thereof in the mail. If the party giving any Communication knows or ought reasonably to know of any difficulties with the postal system which might affect the delivery of mail, any such Communication shall not be mailed but shall be given by personal delivery.

Governing Law

8.09 This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario.

Attornment

8.10 For the purpose of all legal proceedings this Agreement shall be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario shall have jurisdiction to entertain any action arising under this Agreement. The Corporation and Consultant each hereby attorns to the jurisdiction of the courts of the Province of Ontario provided that nothing herein contained shall prevent the Corporation or Consultant from proceeding at its election against the other of them, as the case may be, in the courts of any other province or country.

SIGNED, SEALED AND DELIVERED                MICHAEL P. KRAFT & ASSOCIATES INC.
in the presence of
                                 Per:
Witness                                     Michael P. Kraft

                                            ALPHA CORPORATION

                                 Per:
                                            Michael P. Kraft
                                            President & CEO

                                 Per:
                                            Richard Sherman
                                            Vice President

SCHEDULE "A"

"Custom Publishing" Services (i.e. book packaging and development services), specifically regarding developing and providing content through the creation of nonfiction books under the imprint of widely respected and recognized "authorities" that are famous names in their respective fields - companies, brands, experts or institutions (such as the Investors Group "Managing Your Money" Book Series) in Canada and the U.S. as per the specific business practices and methods utilized by the Alpha Media division of the Corporation as outlined in the Business Plan of May, 1996. The Consultant acknowledges having received a copy of such Business Plan.

Book Sales, specifically regarding the marketing, sales and distribution of promotional publishing products in Canada and the U.S. (such as the Cadbury's "Tale of the Great Bunny" Book), as per the business practices and methods utilized by the Alpha Marketing division of the Corporation.

International Book Publishing, specifically regarding the development and sales (copublishing revenue) for book product and book packages for international markets (such as the English-As-A-Foreign Language (EFL) and English-For-Special Purposes Series (ESP) published in China and Cuba), as per the business practices and methods utilized by the Alpha International division of the Corporation and International Alpha Media, Inc. an affiliated company of the Corporation as outlined in the Business Plan of March, 1997 The Consultant acknowledges having received a copy of such Business Plan.

SCHEDULE "B"

Sales Commission

Sales Commission shall be equal to 50% of the Net Profits (as herein after defined) less the aggregate amount of the Recoverable Consulting Fees paid or payable by the Corporation to the Consultant pursuant to Section 3.01 of the Agreement.

For the purposes of the Agreement, the term "Net Profits" as used herein shall mean the Gross Profit (as hereinafter defined), minus

(a) Administration & Operating Fee at 4% of gross sales calculated as hereinafter provided, and

(b) the aggregate of all payments made to the Consultant under Section 3.04 ("Reimbursement of Certain Expenses").

(iii)For the purposes of this Agreement, the term "Gross Profits" as used herein shall mean the gross sales from sales generated by the Consultant beginning May 1s. 1998 and collected by the Corporation (excluding any applicable sales taxes or value added taxes)minus cost of goods sold with respect to such sales including without limitations, any or all

(a) pre-production costs (eg. writing, art, film, molds);
(b) manufacturing costs (eg. paper, print & binding or toy/plastic

part production);

(c) duty and freight costs (if applicable);
(d) royalties or profit sharing with supplier (if applicable);
(e) financing fee (if applicable) for any Pre-Production Costs and/or

Manufacturing Costs that must be paid up front above any customer deposits will be added at the actual cost of funds to the Corporation; and

(f) discounts, rebates or return of goods (if applicable).

Ov) Sales Commission shall be calculated and payable on the last day of the month in which the Corporation receives payment in full for the sale generated by the Consultant less the aggregate amount of the Recoverable Consulting Fees. Post Termination Participation It is understood and agreed by the parties hereto that Consultant shall continue to participate in and be paid in accordance with section 3.02 in respect of any and all confirmed purchase orders accepted by the Corporation through Consultant during the 90 day period following termination of this Agreement. Such Sales Commissions will be payable in full within 5 business days from receipt of final payment by the Corporation. The obligations of the Corporation to pay Consultant his Sales Commission relating to such period shall survive the termination hereof, notwithstanding anything herein contained to the contrary.

ADDENDUM (i)

Effective October 1st, 1997, the Consultant's monthly fee will be $3,000.00 plus
GST.

Dated at Toronto, this 26th day of May, 1997.

Accepted by
ALPHA CORPORATION                       Accepted by:


/s/ Michael P. Kraft                    /s/ Michael P. Kraft
--------------------                    ----------------------------
Michael P. Kraft,                       Michael P. Kraft
President & C.E.O.


/s/ Richard Sherman
--------------------
Richard Sherman,
Vice President

ADDENDUM (II)

Effective January 1st, 1998, this Agreement will be renewed and extended until April 30, 1998.

Dated at Toronto, this 26th day of May, 1998.

Accepted by
ALPHA CORPORATION                       Accepted by:


/s/ Michael P. Kraft                    /s/ Michael P. Kraft
--------------------                    ----------------------------
Michael P. Kraft,                       Michael P. Kraft
President & C.E.O.


/s/ Richard Sherman
--------------------
Richard Sherman,
Vice President

November 22nd, 1999

Mr. Michael Kraft
MICHAEL P. KRAFT
& ASSOCIATES, INC.
894 Avenue Road
1st Floor
Toronto, Ontario
M5P 2K6

Dear Michael:

Re: Renewal of Consulting Agreement

Pursuant to recent discussions, I am providing you with confirmation of our arrangement whereby Alpha Corporation is renewing for the calendar year 2000 your Consulting Agreement dated May 1st 1998 (which was extended on December 3rd, 1998 for the 1999 Calendar Year).

The terms and conditions of the May 1st, 1998 Agreement will continue and the only amendment will be that you will be granted a minimum of 50,000 common stock options in Alpha at the current market price in Q1 2000.

Thank you and regards,
ALPHA CORPORATION

Richard Sherman

ACCEPTED AND AGREED TO THIS
____ DAY OF ________, 1999

MICHAEL P. KRAFT & ASSOCIATES

June 30th, 2000

Mr. Michael Kraft
MICHAEL P. KRAFT
& ASSOCIATES, INC.
107 Mossgrove Trail
Willowdale, Ontario M2L 2W4

Dear Michael:

Re: Amendment to - Renewal of Consulting Agreement of November 22, 1999

As a follow-up to our Board Meeting on June 29th, 2000, I am confirming our arrangement whereby Alpha Corporation is amending your current Consulting Agreement for the balance of the calendar year 2000 effective July 1st, 2000 as follows:

a) monthly consulting fees to be increased from $5,000.00 to $10,000.00
b) direct payment of car lease and car insurance vs. former monthly car allowance of $ 1,000.00
c) expenses to be covered directly by the Company:
- Mobile Phone - approx. $250.00/month
- Blue Cross Health Insurance - $126.12/month
- Gas and Car maintenance
- Life Insurance - Term to 10 years-$1,000,000 policy
- Parking Pass - $170/month
- Long Distance Account (Home Telephone)
- Internet Access (Home Office)

Additionally, the 50,000 stock options in the Common Shares of Alpha Communications Corp. which were to be granted to you in Q1 2000 will be granted over the next 12 months. Additionally, the Board of Directors will evaluate both your and the company's performance to determine a fair and equitable stock option compensation plan for you.

Yours truly,
ALPHA CORPORATION

Richard Sherman
Director

ACCEPTED AND AGREED TO THIS
______ DAY OF ___________, 2000

MICHAEL P. KRAFT & ASSOCIATES

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT dated as of the 28th day of May 2001 (the "Effective Date"), by and between Lingo Media Inc. (f/k/a Alpha Communications Corp.), an Ontario corporation (the "Seller"), and 1476848 Ontario Inc. an Ontario corporation (the "Purchaser").

W I T N E S S E T H:

WHEREAS, AlphaCom Corporation, a Delaware corporation (the "Corporation"), has issued and outstanding 44,400,000 shares of common stock, $ 0.0001 par value per share (the "Common Stock");

WHEREAS, the Seller is the record and beneficial holder of 44,000,000 shares of Common Stock (the "Shares"); and

WHEREAS, the Purchaser desires to acquire from the Seller, and the Seller desires to sell to the Purchaser, the Shares on the terms and subject to the conditions set forth herein, as provided herein.

NOW, THEREFORE, the parties hereto hereby agree as follows:

DEFINITIONS

For purposes of this Agreement, the following terms shall have the respective meanings set forth below:

"Code" means the Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto and all final or temporary regulations promulgated thereunder and generally applicable published rulings entitled to precedential effect.

"GAAP" means generally accepted accounting principles in the United States of America in effect from time to time.

"Governmental Body" means any federal, state, local or foreign governmental authority or regulatory body, any subdivision, agency, commission or authority thereof, or any quasi-governmental or private body exercising any regulatory authority thereunder and any person directly or indirectly owned by and subject to the control of any of the foregoing, or any court, arbitrator or other judicial or quasi-judicial tribunal.

"Lien" means any mortgage, charge, pledge, lien, security interest, claim, encumbrance or restriction, of any kind or nature.

"Person" means an individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization or other entity or a government or other department or agency thereof.

ARTICLE II
PURCHASE AND SALE

Purchase and Sale of Shares and Payment of Purchase Price. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Purchaser and the Seller hereby agree that:

The Seller hereby sells and shall, simultaneously with the execution of this Agreement, deliver to the Purchaser certificates for the Shares, duly endorsed in blank or accompanied by stock powers in blank, free and clear of all Liens.

The Purchaser hereby purchases from the Seller the Shares and shall, simultaneously with the execution of this Agreement, pay to the Seller an aggregate of One Hundred and Fifty Thousand Canadian Dollars ($150,000) (the "Purchase Price") to be paid as follows:

(i) US$14,229.75 (CDN $ 21,771.52) Promissory Note which was loaned to the Seller on April 16, 2001 to retired and applied as consideration towards the Purchase Price

(ii) CDN $ 128,338.48 to be paid in cash by wire transfer or bank draft to the Seller from the Purchaser's attorney in trust.

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser that:

Organization; Good Standing. To the Seller's knowledge, the Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. To the Seller's knowledge, the Corporation has the power and authority to conduct all of the business and activities conducted by it and to own or lease all of the assets owned or leased by it. To the Seller's knowledge, the Corporation is duly licensed or qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the business and activities conducted by it and/or the character of the assets owned or leased by it makes such qualification or license necessary (such jurisdictions being listed in Schedule 3.01 hereto).

Authority Relative to and Validity of Agreement. The Seller has full right, power, authority and legal capacity to enter into, execute and deliver this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement and the performance by the Seller of its obligations hereunder have been duly authorized by the Board of Directors of the Seller and no further action or authorization on the part of or with respect to the Seller, including, without limitation, any action or authorization by the stockholders or other equity owners thereof, is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no contractual, statutory or other restrictions of any kind upon the power and authority of the Seller to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any Governmental Body is necessary to make this Agreement valid and binding upon the Seller in accordance with its terms. This Agreement has been duly executed and delivered by the Seller and constitutes the legal, valid and binding obligations of the Seller. This Agreement is enforceable against the Seller in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights and
(ii) the fact that equitable remedies or relief (including, without limitation, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought.

Required Filings and Consents; No Conflict. The execution, delivery and consummation of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate (i) any law, regulation, judgment, order or decree binding upon the Seller or (ii) any provision of its Certificate of Incorporation or By-laws or similar governing documents, or (b) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any Lien upon any properties or assets of the Seller (including the Shares) pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which the Seller is a party or which is or purports to be binding upon the Seller or by which any of its properties are bound.

Section 3.04 Brokers. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried on by or on behalf of the Seller in such a manner as not to give rise to any claim against the Seller or the Purchaser, for a finder's fee, brokerage commission, advisory fee or other similar payment.

Section 3.05 Shares. To the Seller's knowledge, the Shares have been duly authorized, are legally and validly issued, and are fully paid and nonassessable. To the Seller's knowledge, none of the Shares have been issued in violation of any applicable state or federal securities laws. The Seller owns the Shares and upon transfer thereof of the Purchaser in accordance with this Agreement, the Purchaser will acquire the Shares, free and clear of all Liens.

Subject in part to the truth and accuracy of the Purchaser's representations set forth in Article IV of this Agreement, the sale of the Shares as contemplated by this Agreement is exempt from the registration requirements of any applicable state and federal securities laws. The Seller has not engaged in any general solicitation or advertising in connection with the sale of the Shares.

Section 3.06 Consents and Approvals. Except for filings required under the Securities and Exchange Act of 1934, as amended (the "Securities Exchange Act"), no consent, authorization, order or approval of, or filing or registration with, any Governmental Body or other Person is required for the execution and delivery by the Seller of this Agreement and all other documents contemplated hereby and the consummation by the Seller of the transactions contemplated by this Agreement.

Section 3.07 Financial Statements; SEC Filings. The Seller heretofore has delivered to the Purchaser true and complete copies of the Corporation's filings made with the Securities and Exchange Commission (the "SEC") since the filing of its Registration Statement on Form 10SB 12G, as filed with the Securities and Exchange Commission on October 29, 1999 (the "Form10SB 12G"), which consists of
(a) the registration statement, together with any amendments thereto on Form 10SB 12G, (b) Annual Reports on Form 10-K for the fiscal years ended (i) December 31, 2000 (the "2000 Form 10-K"), including audited consolidated balance sheet as of December 31, 2000, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "2000 Statements") and (ii) December 31, 1999, including audited consolidated balance sheet as of December 31, 1999, and the related audited consolidated statements of operations, shareholders' equity and cash flow for the fiscal year then ended (including the related notes and schedules), and the related opinion of KPMG LLP, independent certified public accountants (the financial statements referred to in this subparagraph being collectively referred to hereinafter as the "1999 Statements") and (b) Quarterly Reports on Form 10-Q for the quarters ended September 30, 1999, March 31, 2000, June 30, 2000, September 30, 2000, and March 31, 2001 (all such filings the "SEC Filings"). As of their respective dates, the SEC Filings did not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The 2000 Statements, the 1999 Statements and the financial statements of the Corporation included in the SEC Filings were prepared in accordance with GAAP applied on a consistent basis, are true, complete and correct in all material respects and present fairly the financial position of the Corporation as of the dates and for the periods indicated.

Section 3.08 Tax Returns and Payments. To the Seller's knowledge, the Corporation has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Seller's knowledge all other taxes due and payable by the Corporation on or before the execution of this Agreement have been paid or will be paid prior to the time they become delinquent. To the Seller's knowledge, the Corporation has not been advised (i) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or (ii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Seller has no knowledge of any liability of any tax to be imposed upon the Corporation's properties or assets as of the date of this Agreement that is not adequately provided for. To the Seller's knowledge, the Corporation has not executed any waiver of any statute of limitations on the assessment or calculation of any tax or governmental charge.

Section 3.09 Liabilities. To the Seller's knowledge, the Corporation has no material obligations or liabilities and knows of no material contingent obligations or liabilities not disclosed in the 2000 Statements, except current liabilities as set forth in Schedule 3.09 hereto, and obligations entered into, in the ordinary course of business subsequent to December 31, 2000, which neither have, nor are reasonably expected to have, either in any individual case or in the aggregate, a material adverse affect on the business, assets, liabilities, financial condition or operations of the Company.

Section 3.10 No Material Adverse Change. To the Seller's knowledge, since December 31, 2000, there has been no material adverse change in the assets, properties, business, prospects, operations or condition (financial or otherwise) of the Corporation and the Seller does not know of any such change that is threatened, nor has there been any damage, destruction or loss materially adversely affecting the assets, properties, business, prospects, operations or condition (financial or otherwise) of the Corporation whether or not covered by insurance.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller that:

Section 4.01 Organization and Good Standing. The Purchaser is a company duly incorporated under the laws of the Province of Ontario, Canada. The Purchaser has the power and authority to conduct all of the business and activities conducted by it and to own or lease all of the assets owned or leased by it. The Purchaser is duly licensed or qualified to do business and in good standing as a foreign corporation in all jurisdictions in which the nature of the business and activities conducted by it and/or the character of the assets owned or leased by it makes such qualification or license necessary (such jurisdictions being listed in Schedule 4.01 hereto).

Section 4.02 Authority Relative to and Validity of Agreement. The Purchaser has full right, power, authority and legal capacity to enter into, execute and deliver this Agreement and to assume and perform all of its obligations hereunder. The execution and delivery of this Agreement and the performance by the Purchaser of its obligations hereunder have been duly authorized by the Board of Directors, or the equivalent thereof, of the Purchaser and no further action or authorization on the part of or with respect to the Purchaser, including, without limitation, any action or authorization by the stockholders or other equity owners thereof, is necessary to authorize the execution and delivery by it of, and the performance of its obligations under, this Agreement. There are no contractual, statutory or other restrictions of any kind upon the power and authority of the Purchaser to execute and deliver this Agreement and to consummate the transactions contemplated hereunder and no action, waiver or consent by any Governmental Body is necessary to make this Agreement valid and binding upon the Purchaser in accordance with its terms. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligations of the Purchaser. This Agreement is enforceable against the Purchaser in accordance with its terms, subject to (i) applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors' rights and (ii) the fact that equitable remedies or relief (including, without limitation, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought.

Section 4.03 No Violation of Other Instruments or Obligations. The execution, delivery and consummation of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) conflict with or violate (i) any law, regulation, judgment, order or decree binding upon the Purchaser or (ii) any provision of its Certificate of Incorporation or By-laws or similar governing documents, or (b) conflict with or result in a breach of any condition or provision of, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or result in the creation or imposition of any Lien upon any properties or assets of the Purchaser pursuant to, or cause or permit the acceleration prior to maturity of any amounts owing under, any indenture, loan agreement, mortgage, deed of trust, lease, contract, license, franchise or other agreement or instrument to which the Purchaser is a party or which is or purports to be binding upon the Purchaser or by which any of its properties are bound.

Section 4.04 Consents and Approvals. Except for filings required under the Securities Exchange Act, no consent, authorization, order or appeal of, or filing or registration with, any Governmental Body or other person is required for the execution and delivery by the Purchaser of this Agreement and all other documents contemplated hereby and the consummation by the Purchaser of the transactions hereby contemplated.

Section 4.05 Finder's Fees. The Purchaser has not incurred any liability for finders or brokerage fees or agent's commissions in connection with this Agreement or the transactions hereby contemplated.

Section 4.06 Purchase for Investment. The Purchaser is acquiring the Shares for its own account and not with a view to the resale or distribution of all or any portion of the Shares.

Section 4.07 Disclosure of Information. The Purchaser has had an opportunity to discuss the Corporation's business, management and financial affairs with directors, officers and management of the Corporation and has had the opportunity to review the Corporation's operations and facilities and is satisfied with the results thereof. The Purchaser has had an opportunity to ask questions and receive answers from the Seller and the Corporation regarding the terms and conditions of the sale of the Shares and the business, properties, prospects and financial condition of the Corporation. The foregoing, however, does not limit or modify the representations and warranties of the Seller in Article III of this Agreement or the right of the Purchaser to rely thereon.

Section 4.08 Investment Experience. The Purchaser has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Corporation pursuant to its purchase of the Shares contemplated hereby and can bear the economic risk of its investment.

Section 4.09 Restricted Securities. The Purchaser understands that the Shares have not been registered under the Securities Act of 1933, as amended, and accordingly, that the Purchaser may not be able to sell or otherwise dispose of the Shares without registration thereof under the Securities Act unless an exemption from such registration is available. The Purchaser consents that (i) the certificate or certificates representing the Shares may be impressed with a legend indicating that the Shares have not been registered under the Securities Act and reciting that the transfer thereof is restricted; and (ii) stop transfer instructions with respect to the Shares may be issued to any transfer agent, transfer clerk, or other agent, at any time acting for the Corporation.

ARTICLE V
COVENANTS

Each of the Buyer and the Seller hereby severally agrees:

Section 5.01 Further Assurances. To proceed diligently to take or cause to be taken all actions and to do or cause to be done all things necessary, proper and advisable to perform the transactions contemplated by this Agreement, including the execution and delivery of such further documents and instruments as any party hereto may reasonably request.

Section 5.02 Compliance. To comply in all material respects with all applicable rules and regulations of any Governmental Body in connection with the execution, delivery and performance of this Agreement and the transactions contemplated hereby; to use all reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable to perform and make effective as promptly as practicable the transactions contemplated by this Agreement.

Section 5.03 Notice. To give prompt notice to the other parties of any material failure on its part, or on the part of any of its officers, directors, employees or agents, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any such notice shall not limit or otherwise affect the remedies available hereunder to the party receiving such notice.

ARTICLE VI
CONDITIONS TO THE PURCHASER'S OBLIGATIONS

All obligations of the Purchaser under this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Purchaser in its sole discretion:

Section 6.01 Seller's Performance. The Seller shall have performed and complied with all covenants, agreements and conditions on its part required by this Agreement to be performed or complied with by it prior to or as of the Effective Date.

Section 6.02 This Agreement. The Purchaser shall have received a duly executed original of this Agreement.

Section 6.03 Purchase Price. The Purchaser shall have received payment of the Purchase Price in accordance with the terms of Section 2.01(b).

ARTICLE VII
CONDITIONS TO THE SELLER'S OBLIGATIONS

All obligations of the Seller under this Agreement are subject to the fulfillment of each of the following conditions, any or all of which may be waived in whole or in part by the Seller in its sole discretion:

Section 7.01 Purchaser's Performance. The Purchaser shall have performed and complied with all covenants, agreements and conditions on its part required by this Agreement to be performed or complied with by it prior to or at the Effective Date.

Section 7.02 This Agreement. The Seller shall have received a duly executed original of this Agreement.

Section 7.03 Shares. The Seller shall have received the certificates for the Shares in accordance with the terms of Section 2.01(a).

ARTICLE VIII
INDEMNIFICATION

Section 8.01 By the Seller. The Seller agrees to indemnify and hold harmless the Purchaser and its respective partners, directors, officers, employees and agents (the "Purchaser Parties") against, and to reimburse the Purchaser Parties on demand with respect to, any and all losses, liabilities, obligations, suits, proceedings, demands, judgments, damages, claims, reasonable expenses and costs (including, without limitation, reasonable fees, expenses and disbursements of counsel) (collectively, "Losses") which each may suffer, incur or pay by reason of (i) the breach by the Seller of any representation or warranty made in this Agreement or in any agreement, certificate or other document executed by and delivered to the Purchaser pursuant to the provisions of this Agreement; or (ii) the failure of the Seller to perform any covenant or agreement required by this Agreement or any agreement executed pursuant to the provisions of this Agreement.

Section 8.02 By the Purchaser. The Purchaser agrees to indemnify and hold harmless the Seller and its respective partners, directors, officers, employees and agents (the "Seller Parties") against, and to reimburse the Seller Parties on demand with respect to, any and all Losses which each may suffer, incur or pay by reason of (i) the breach by the Purchaser of any representation or warranty made by it in this Agreement or in any agreement, certificate or other document executed by the Purchaser and delivered to the Seller pursuant to the provisions of this Agreement; or (ii) the failure of the Purchaser to perform any covenant or agreement required by this Agreement or any agreement executed pursuant to the provisions of this Agreement.

Section 8.03 Indemnification Procedure. The Purchaser Parties and the Seller Parties, as the case may be, (hereinafter, the applicable party or parties being indemnified, the "Indemnified Party" and the party or parties providing indemnity, the "Indemnifying Party") agree to give the Indemnifying Party prompt written notice of the occurrence of any event which either party asserts is an indemnifiable event hereunder. The Indemnifying Party shall be entitled, at its or his sole cost and expense, to participate in and to control the contest, defense, settlement or compromise (the "Defense") of any claim if the Indemnifying Party shall agree in writing within fifteen (15) calendar days after the receipt of notice of such claim that it is required, pursuant to this Article, to indemnify the Indemnified Party for the full amount of such claim (the "Claim Acknowledgement Procedure"). If the Indemnifying Party shall assume the Defense of a claim hereunder, the Indemnified Party shall be kept informed with respect to, and shall have the right to participate in, the Defense of any such claim. If the Indemnifying Party does not assume the defense of a claim within a reasonable time after notice thereof or, after assumption, does not thereafter diligently pursue the Defense or does not comply with the Claim Acknowledgement Procedure, the Indemnified Party shall be entitled to control the Defense of such matter for the account and at the expense of the Indemnifying Party. Notwithstanding the foregoing provisions of this Section, the Indemnified Party shall have the sole right to control the Defense of any claim if such claim is not a claim solely for monetary damages.

Section 8.04 Limitations on Indemnification. Neither any Purchaser Party, on the one hand, nor any Seller Party, on the other hand, shall be entitled to be indemnified pursuant to Sections 8.01 and 8.02, as the case may be, unless and until the aggregate of all Losses incurred by the Purchaser Parties or the Seller Parties, as the case may be, shall exceed $ 75,000.00 (the "Basket") and, upon exceeding such amount, the Purchaser Parties or the Seller Parties, as the case may be, shall be entitled to be indemnified for all Damages (other than the initial $ 75,000.00 of Damages which comprised the Basket), on a dollar for dollar basis; provided, that the maximum aggregate amount of indemnification that may be received by the Purchaser Parties or the Seller Parties, as the case may be, shall not exceed Canadian $ One Hundred and Fifty Thousand Dollars (Canadian $150,000).

ARTICLE IX
MISCELLANEOUS

Section 9.01 Survival of Representations and Warranties. Subject to Article VIII, all statements, certifications, indemnifications, representations and warranties made herein by the parties to this Agreement, and their respective covenants, agreements and obligations to be performed pursuant to the terms hereof, shall survive the Closing notwithstanding (1) any due diligence or examination or audit by or on behalf of any party hereto, (2) any notice of a breach or of a failure to perform not waived in writing; or (3) the consummation of the transactions hereby contemplated with knowledge of such breach or failure; provided, however that all such statements, certifications, indemnifications, representations and warranties contained herein shall terminate on the third anniversary date of the Effective Date, unless written notice of a claim of indemnification hereunder shall have been furnished within such one (1) year period.

Section 9.02 Merger Provision. All prior or contemporaneous agreements, contracts, promises, representations and statements, if any, among the parties hereto as to the subject matter hereof, are merged into this Agreement. This Agreement, together with all agreements, Schedules, Exhibits, documents and other instruments to be attached hereto or delivered herewith sets forth the entire understanding between the parties, and there are no terms, conditions, representations, warranties or covenants other than those contained herein and in such agreements, Schedules, Exhibits, documents and other instruments to be attached hereto or delivered herewith.

Section 9.03 Amendment and Modification. No term or provision of this Agreement may be amended, released, discharged or modified in any respect except in writing signed by the party to be charged and only to the extent therein set forth.

Section 9.04 Waiver. No waiver shall be deemed to be made by any of the parties to any of its rights hereunder unless that waiver shall be in a writing signed by the waiving party and only to the extent therein set forth.

(b) failure of any of the parties to exercise any power given such party hereunder or to insist upon strict compliance by any other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of the right of any party to demand precise compliance with the terms of the Agreement.

Section 9.05 Notices. All notices, consents, demands or other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be deemed sufficiently given on (i) the day on which delivered personally or by facsimile during a business day to the appropriate location listed as the address below, (ii) three (3) business days after the posting thereof by United States registered or certified first class mail, return receipt requested with postage and fees prepaid, or (iii) one (1) business day after deposit thereof for overnight delivery. Such notices, consents, demands or other communications shall be addressed respectively:

As to the Seller       Lingo Media Inc.
                       151 Bloor Street West, Suite 890
                       Toronto, Ontario
                       Canada M5S-1S4
                       Facsimile No.:  (416) 927-1222

As to the Purchaser: 1476848 Ontario Limited 15 Glen Morris Street, Suite 4 Toronto, Ontario, Canada Attn: William A. Montgomery Facsimile No.: (416) 340-6231

or to any other address or facsimile number which such party may have subsequently communicated to the other parties in writing.

Section 9.06 Governing Law. This Agreement shall be governed by, and construed under and in accordance with, the laws of the State of New York without giving effect to the conflict of laws principles thereof.

Section 9.07 Submission to Jurisdiction. Each party hereto hereby submits to the non-exclusive jurisdiction of the state and federal courts located within State of New York with respect to all suits and actions arising under or out of this Agreement and each hereby waives any objection to the venue of any such court with respect to any such suit or action.

Section 9.08 Captions. The captions and the table of contents appearing in this Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this Agreement or any of the provisions hereof.

Section 9.09 Severability. If any term or provision of this Agreement, the application thereof to any person, or circumstance shall, to any extent, be invalid or unenforceable, the remainder of the Agreement or the application of such term or provision to persons or circumstances other than those as to which it is held void or unenforceable shall not be affected thereby, and each term and provision of the Agreement shall be valid and be enforced to the fullest extent permitted by law.

Section 9.10 Publicity. Any communications and notices to third parties and all other publicity concerning the transactions contemplated by this Agreement (other than governmental or regulatory filings) shall be planned and coordinated by and among the parties. Unless required by applicable law, none of the parties shall disseminate or make public or cause to be disseminated or made public any information regarding the transactions contemplated hereunder without the prior written approval of the other parties, which approval shall not be unreasonably withheld.

Section 9.11 Binding Effect; Assignments. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, legal representatives, successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned (by operation of law or otherwise) by any of the parties hereto without the prior written consent of the other parties. Any transfer or assignment of any of the rights, interests or obligations hereunder in violation of the terms hereof shall be void and of no force or effect.

Section 9.12 Cumulative Rights and Remedies. The rights and remedies provided for in this Agreement are cumulative and in addition to, and shall not restrict or limit, any other rights and remedies available at law or in equity.

Section 9.13 Expenses of Transaction. The Buyer shall bear its own expenses, and the Seller shall bear its own expenses, in respect of this Agreement and the transactions contemplated hereby, whether or not such transactions are consummated.

Section 9.14 Third Parties. Other than the parties hereto, no person shall have any rights under or to enforce any provision of this Agreement.

Section 9.15 Counterparts. This Agreement may be executed in one or more facsimile counterparts, each of which shall be deemed an original and all of which taken together shall constitute a single agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 28th day of May 2001.

SELLER:

LINGO MEDIA INC.

By: /s/ Michael P. Kraft
   ------------------------------------------
      Name:  Michael P. Kraft
      Title: President, CEO & Director

PURCHASER:

1476848 ONTARIO INC.

By: /s/ William A. Montgomery
  -------------------------------------------
      Name: William A. Montgomery
      Title:   President & Secretary

Schedule 3.01

None

Global Financial Press - Edgarization of SEC Filings     US $  3,435.43
Revenue Canada - GST Owed                                US $  2,911.57
Lingo Media Inc. - Loans since June 2000                 US $ 26,625.00

Schedule 4.01

None

AMENDMENT TO STOCK PURCHASE AGREEMENT

WHEREAS pursuant to the Stock Purchase Agreement dated as of the 2801 day of May, 2001 ("Effective Date') between Lingo Media Inc., formerly known as Alpha Communications Corp. ("Seller") and 1476848 Ontario Inc. ('Purchaser), the Seller agreed to sell and the Purchaser agreed to purchase 44,000,000 issued and outstanding shares of common stock in the capital of AlphaCom Corporation ("Corporation') for the aggregate sum of CDN$150,000 to be paid and satisfied in accordance with the provisions of the Stock Purchase Agreement and subject to the terms and conditions thereof; and

WHEREAS the Corporation is indebted to the Seller with respect to advances made by the Seller to the Corporation by way of loan since June 2000 In the sum of US$29,625.00 (the 'Debt"), which Debt is disclosed in Schedule 3.09 to the Stock Purchase Agreement; and

WHEREAS the Seller has agreed to forgive the Debt, subject to the Purchaser agreeing to reduce the number of the Common Stock to be purchased and sold pursuant to the Stock Purchase Agreement from 44,000,000 Common Stock to 43,290,000 Common Stock; and

WHEREAS the Seller and the Purchaser have agreed to amend the Stock Purchase Agreement to reflect the foregoing recital as and from the Effective Date;

NOW THEREFORE THIS AGREEMENTWITNESSTH THAT, for good and valuable consideration, the parties hereto hereby agree as follows:

1. Definitions

Terms referred and not defined herein shall have the meanings ascribed thereto in the Stock Purchase Agreement.

2. Amendments

Effective as of the Effective Date:

2.1 Shares

The reference to '44,000,000" In the definition of Shares in the second recital of the Stock Purchase Agreement is deleted and 43,290,000 substituted.

2.2 Liabilities

Notwithstanding anything to the contrary in the Stock Purchase Agreement including, without limitation, Section 3.09 thereof, the Seller hereby forgives the Debt and releases and discharges the Corporation from any and all obligations to the Seller with respect to the Debt.

3. Reaffirmation of Obligations

The parties hereto each reaffirm their respective covenants, agreements, warranties and representations under the Stock Purchase Agreement, and each of the parties confirm their respective covenants, agreements, warranties and representations remain In full force and effect with respect to the Stock Purchase Agreement, as hereby amended.

4. No Waiver or Other Amendment

Except as expressly set forth herein, no waiver or other amendment of any other term, condition, covenant, agreement or any other aspect of the Stock Purchase Agreement Is hereby Intended or implied.

5. Effectiveness of Amendment

This amendment shall become effective as of the Effective Date.

6. Counterparts

This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Instrument,

IN WITNES.S WHEREOF, the parties hereto have caused this Amendment to be executed as of the Effective Date.

Lingo Media Inc.

By: __________________
Michael P. Kraft
President, CEO & Director

1476848 Ontario Inc.

By: _____________________
William A. Montgomery
President & Secretary

MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT

This agreement made the_____ day of August 2000

Between Party A:

PEOPLE'S EDUCATION PRESS of 55 Sha Tan Hou Street, Beijing 100009, China.

-and- Party B:

INTERNATIONAL ALPHA MEDIA, INC.(name to be changed to LINGO MEDIA INTERNATIONAL, INC. a subsidiary of ALPHA COMMUNICATIONS CORP. name to be changed to LINGO MEDIA INC.) of `Sunstead' 9 Farringdon Close Paradise Heights St. James, Barbados.

Whereas:

(a) The parties have an interest in Developing and Producing Product for sale in the China market;

(b) The parties agree to co-operate to Develop and Produce Products as specified in the Project Agreement that may be entered into between the parties from time to time.

The Parties agree as follows:

Article 1 Definitions

In this agreement and any Product Agreement the following terms shall have the following meanings:

a "Agreement" means the present Agreement, as amended from time to time, as well as all Schedules and Appendices attached hereto or which the Parties may later agree to attach hereto and any Product Agreement(s) entered into between the Parties;

b "Alpha Territory" means, unless otherwise specified in the product agreements, the World market except the PEP Territory;

c "Approval" means any approval, authorization, consent, waiver, or other similar official act granted by any Government Authority and required for any matter contemplated by this Agreement;

d "Confidential Information" means all information obtained by or disclosed by one party to another that relates to that party's or its customers past, present or future research, development and business activities including the results from performance of this Agreement but not including information previously known to the other party or within the public

     domain;

e    "Cost of Goods Sold" means actual  development costs and hard manufacturing
     costs;

f    "Develop  or  Development"  means the  engagement  of  authors to write the
     content  of the  Product,  and the  giving of  editorial  direction  to the
     writing of the authors;

g    "Developing   Party"  means  that  party  which  is  responsible   for  the
     Development  of a  Product  under a  Product  Agreement,  being  Party B in
     conjunction with Party A;

h "Finished Product" means printed books, duplicated audio cassettes, duplicated videos, pressed CD-ROMs, pressed SVCDs, pressed DVDs and other manufactured published product;

i "Governmental Authority" means any ministry, department, bureau, office or other legally constituted organ of any Government;

J "Gross Profit" means gross sales less Cost of Goods sold as defined above;

k "Gross Sales" means total number of units sold multiplied by the list price of the product;

l "List Price" means price printed or marked on the Product;

m "Net Sales" means Gross Sales less any discounts as specified and agreed to in Product Agreement(s);

n "Parties" means the parties to this Agreement as well as their permitted successors and assigns;

o "PEP Territory" means, unless otherwise specified in the Product Agreement(s) the People's Republic of China not including Hong Kong and Macau;

p "Produce or Production" means carrying out all matters relating to the publication of the Product and necessary to make the Product ready for shipment to the customer in its final form including but not limited to the formatting, printing, binding, cover design and supply of the paper or duplicating and packaging of the Product;

q "Producing Party" means that party which is responsible for Production under a Product Agreement;

r "Product Agreement" means an agreement entered into pursuant to Article 4 of this Agreement;

s "Publication" means publication or material in any medium as agreed in a Product Agreement;

Article 2 Co-Appointment of Publishers

In addition to the rights and obligations hereunder, Party B appoints and authorizes Party A to co-operatively publish Product(s) in the PEP Territory only.

Article 3 Co-Operative Projects

The parties agree to co-operate to Develop, Produce and sell Product in accordance with this Agreement and any Product Agreement(s) that may be entered into between the parties from time to time.

Article 4 Product Agreement

(a) When the parties wish to Develop, Produce and sell a Product, the parties shall enter into Product Agreements(s) with respect to that specific Product the terms of which shall include but not be limited to the following:

(i) the content quality standard of the Product;

(ii) the Production quality of the Product;

(iii) the responsibility and costs for distribution of the Product;

(iv) the promotion of the Product;

(v) the List Price of the Product;

(vi) the wholesale terms of sale of the Product to third parties; and

(vii) the payment of money to each party.

(b) Any Product Agreement shall form an integral part of this Agreement

Article 5 Development of the Product

The Developing Party agrees to Develop Product(s) in accordance with this Agreement and the relevant Product Agreement(s).

Article 6 Costs in Developing the Product

(a) In the case of Product the content of which is primarily in the English language, Party B shall be responsible for all developmental costs but not any payment of money to the authors appointed by Party A (if applicable) incurred up to and including final version of the Product. Any exception for a particular product will be agreed to by both parties in writing.

(b) In the case of Product the content of which is primarily in the Chinese language, Party A shall be responsible for all developmental costs (but not any payment of money to the authors appointed by Party B) incurred up to and including final version of the Product. Any exception for a particular product will be agreed to by both parties in writing.

Article 7 Consulting in Development of the Product

Party B shall regularly consult with Party A during the Development of the Product.

Article 8 Assistance with Development

Party B may, in the course of Development, request Party A to assist Party B in the Development of the Product by engaging authors to assist in the writing or editing of the Product. Party A agrees to engage authors at its own cost to assist Party B in the writing or editing of the Product. Party A shall only request Party B to assist with the English language elements of the Development and Party B shall only request Party A to assist with the Chinese language elements of the Development.

Article 9 Illustrations

The cost of producing any illustrations shall be borne by Party A and Party A shall obtain an assignment of copyright to Party A and Party B from the author of the illustrations.

Article 10 Production of the Product

Party A agrees to produce the Product in accordance with this Agreement and the relevant Product Agreement. Party A shall produce the Product within the number of days specified in each Product Agreement after supplied with the Product as Developed by Party B unless otherwise agreed between the parties in writing.

Article 11 Naming Rights

Party A undertakes to set the name of the authors (if appropriate), imprint names and logos of both parties in its customary form with equal prominence including Party B's or its subsidiary's URL/Website address on the front and back cover, title page, copyright page, and jacket (if applicable) on every copy of the Product manufactured or licensed to third parties by Party A.

Article 12 Cost of Producing the Product

Unless the parties agree otherwise in the relevant Product Agreement:

Party A shall be solely responsible for Producing and paying all Production costs if the Product is produced for distribution in the Party A Territory.

Article 13 Consultation in Production

Party A shall, in Production of the Product, consult with Party B on all matters in accordance with this Agreement and the Product Agreement(s). Party A agrees not to produce the Product without the written agreement of Party B as to the final editing, illustration and photography (if applicable), formatting, paper, binding and cover design.

Article 14 Quality of the Content of the Product

The parties hereby appoint Party B to determine the final quality of the content of the Product.

Article 15 Other Costs

Except as otherwise provided in Articles 6, 12 and 17 hereof Party A shall be responsible for all other costs incurred in the Party A Territory or in connection with the Product warehoused or sold in the Party A territory including but not limited to inventory control, establishment and operation of order departments, billing, credit and collections, warehousing and shipping to the customer(s).

Article 16 Promotional Activities

In addition to any obligations relating to promotional activities in a Product Agreement(s), Party A shall also be responsible for carrying out promotion of the Product in any and all book stores, primary and secondary schools, universities, other educational institutions and direct to consumer channels in the PEP Territory

Article 17 Promotional Expenses

As specified in the Product Agreement(s).

Article 18 Taxes

Party A shall pay all taxes of any kind, applicable to the sale of the Product imposed or assessed in the PEP Territory. Party B shall be responsible for any applicable taxes on its royalties received from Party A in the PEP Territory unless otherwise specified in the Product Agreement.

Article 19 Sale of the Product

(a) Both Parties shall have the rights to sell a Product and Party A shall be obliged to sell a Product in the PEP Territory;

(b) Any sale of a Product to a third party shall only be carried out after written notice to the other Party as to the quantity of the Product proposed to be sold;

(c) Any sale of the Product to a third party shall be at the sale price and in accordance of the terms of sale of the Product as agreed between the parties in the relevant Product Agreement.

Article 20 Receiving of Money

Party B hereby authorizes and empowers Party A to sell Products and receive all sums for the sale of the Product in accordance with the terms of this Agreement unless otherwise specified in the Product Agreement.

Article 21 Payment of Money

Party A agrees that any money received by Party A from the sale of a Product shall be shared between the Parties in the proportions as specified in the relevant Product Agreement.

Article 22 Statement of Sales

(a) Party A shall prepare semi-annual statements of sales detailing all sales of finished product and all sales of copyrights and/or film rights and such statements shall be delivered to Party B within 10 business days following December 31 and June 30 for each calendar year unless otherwise specified in the Product Agreement.

(b) Upon reasonable written notice and during Party A's normal business hours, Party B or its authorized representative or appointed auditor shall have the right to examine Party A's records at that place at which they are normally kept, in so far as such records relate to the sales and receipts in respect of the Product. Such examination shall be at the cost of Party B, but in which case there is in excess of 2.5% of the amount due to Party B, the cost of such examination (including the cost of any domestic and international travel and accommodation) shall be borne by Party A. Any amount shown to be due shall be paid forthwith by Party A to Party B unless otherwise specified in the Product Agreement.

Article 23 Engagement and Payment of Authors

(a) Each party shall, from time to time and within its own discretion, in accordance with the terms hereof, engage its own authors to develop or to assist in the development of a Product and shall obtain an assignment of the copyright from the authors. Any exception for a particular Product will be agreed to by both parties in writing.

(b) Each party shall pay the monies due to the authors it has engaged. No party shall have financial responsibility to the authors engaged by the other party. Any exception for a particular Product will be agreed to by both parties in writing.

Article 24 Training Assistance

After completion of Production of a Product by Party A and subject to an agreement regarding costs, Party B shall, if requested and subject to written confirmation, assist Party A in the training in China of Party A's personnel in marketing and selling of the Product including the setting up and conducting of workshops in China for key educators by Party B's authors unless otherwise specified in the Product Agreement.

Article 25 Meetings Abroad

During the Development and sale of the Product it will be necessary, from time to time, to hold meetings between personnel of Party A and Party B, authors, editors and production consultants either in Canada or China. The parties will share the expenses equally.

Article 26 Approvals

Party A agrees to obtain all Approvals from the Chinese Government necessary for the Agreement and any Product Agreement to come into effect and, to allow the sale of Product in China.

Article 27 Foreign Exchange

Party A agrees that it shall obtain all Approvals necessary for the payment to and shall pay to Party B all sums due in US dollars. When Party A receives sums of money in RMB it agrees that the portion of that sum of money payable to Party B shall, at Party A's expense, be converted to US dollars at the rate for exchange of RMB cash to US dollars cash offered by the Bank of China on the final day of the quarter in which Party B received the sum of money.

Article 28 Ownership of Copyright in the Products

Party B shall own the copyright in the works written by the authors engaged by it in the Development of the Product except for the Party A Territory, Party B and Party A will jointly own the copyright for the edition published in the PEP Territory as further defined in the Product Agreement(s).

Each party shall do all acts necessary so that the copyright is held jointly by Party A and Party B for the edition published in the PEP Territory. For all markets outside the PEP Territory, Party B shall own 100% of the copyright ownership and Party A agrees to provide a duplicate set of Product film or Masters to Party B at cost, if requested in writing unless otherwise specified in the Product Agreement.

Article 29 Disposal of Surplus Stock

The Parties may agree between them in writing that a Product has ceased to have sufficient sales to justify stockage costs and to sell the remaining stock on hand at a discount price or to divide the remaining stock equally between them.

Article 30 Termination

(a) A party may terminate this Agreement and the Product Agreement(s) if the other party breaches a material term of this Agreement or Product Agreement(s) and the other party fails to remedy the breach with 30 days of receiving notice by the Party to remedy the breach.

(b) Party B may, after Development and Production of a Product, terminate the relevant Product Agreement if Party A is not able to sell a minimum number of copies per title of Product per calendar year as outlined in the attached Product Agreement unless otherwise specified in the Product Agreement.

(c) Either party may terminate the Agreement if an event of force majeure exists for more than 60 days.

Article 31 Notices

All Notices given under this Agreement shall be deemed sufficiently served if sent by both facsimile and registered post to any address given herein or at any other address which such Party shall designate for the receipt of such correspondence.

Article 32 Term of this Agreement

(a) The Agreement shall commence on the signing hereof and shall be valid for 10 years and if both parties agree, it will be automatically renewed.

(b) Any Product Agreement(s) entered between the parties pursuant to this Agreement shall expire 10 years from the official publication date of each Product, which follows the experimental publishing period for each Product unless otherwise specified in the Product Agreement.

(c) Upon termination or expiration of this Agreement, the party, which is Party A under a Product Agreement hereby, assigns its copyright in the Product Developed and Produced pursuant to that Product Agreement to Party B under that Product Agreement.

Article 33 Force Majeure

Neither party shall be liable for any delay or failure to perform arising from any cause such as strikes, acts of God, war and civil unrest or other unforeseen event of a similar nature.

Article 34 Independent Contractor

Each Party hereto is an independent contractor and is not an agent of the other. Neither Party shall have the power to bind the other without express written consent of the other, had and obtained in each instance. Neither Party shall misrepresent or misstate its status hereunder.

Article 35 Compliance with Laws

Each Party hereto shall comply with all applicable laws, ordinances, rules, regulations, proclamations and decrees of duly constituted governmental authority.

Article 36 Assignment of the Agreement and Project Agreements

This Agreement and any Product Agreement(s) entered into pursuant hereto may not be assigned without the prior written consent of the other Party and such consent shall not be unreasonably withheld. The consent of Party A shall not be required to the assignment by Party B of its rights and obligations under this Agreement and the Product Agreement(s) to a wholly owned subsidiary or affiliate of Party B.

Article 37 Confidential Information

Neither party shall disclose to any person the Confidential Information of the other party.

Article 38 Proprietary Rights

Without limiting any other representations and warranties, each party represents to the other that no copyright, trademark, trade name or other proprietary right has been or will be infringed in the Development process, Production, sale, delivery or use of the Product(s), and if such infringement is alleged or has or does occur, the Party at fault shall indemnify and hold the other party harmless from all claims, judgments, penalties, damages and expenses arising from such allegations or findings of infringement.

Article 39 Entire Agreement

This Agreement and the Product Agreement(s) signed pursuant hereto constitute the entire agreement between the parties and supersedes all previous agreements and understandings between the parties in respect of the subject matter hereof and may not be changed except by an amendment in writing duly signed by the Parties.

Article 40 Choice of Laws

This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.

Article 41 Dispute Resolution

(a) The Parties shall strive to settle any dispute, controversy or claim arising from the interpretation or performance of or in connection with this agreement through friendly consultations. In case no settlement can be reached within sixty (60) days of the submission of the matter by one party to the other party, then such a matter may be submitted to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules.

(b) The arbitrary panel should consist of three arbitrators, one chosen by each of the parties with the third arbitrator to be selected by the arbitrators but who shall be neither of Chinese nor Canadian nationality. Arbitration shall be conducted in English. The arbitral award shall be final and binding on the parties and shall be enforceable within its terms. Filing it as a judgement in any court having jurisdiction may enforce the award and application may be made to any court for assistance in enforcing the award. The losing party shall pay arbitration expenses (including attorney fees).

(c) The parties agree that if it should become necessary for a party to enforce an arbitral award by legal action of any kind, the Party Against which such legal action is taken shall pay all reasonable costs and expenses and legal fees, including but not limited to any cost of additional litigation or arbitration incurred by the party in seeking to enforce the award.

Article 42 Representations and Warranties

The parties represent and warrant to each other that:

(a) It is a duly established and existing legal entity;

(b) It has full capacity and authority to execute and deliver the Agreement, to complete the transactions, contemplated hereby and to duly observe and perform all of its obligations herein;

(c) Neither the execution and delivery of this Agreement or any Product Agreement(s) nor the completion of transactions hereunder will conflict with our result in a breach of any of the provision of the charter documents or any agreement to which it is bound, nor constitute a default under any of the foregoing or violate any law, rule, regulation, judgment or decree by which it is bound;

(d) This Agreement has been duly authorized, executed and delivered by it and constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

SIGNED, SEALED AND DELIVERED in the presence of:

___________________________       ) Per:     _________________________
Witness                           )
                                  )
                                    Name:    _________________________
                                  )
                                  ) Date:    _________________________



___________________________       ) Per:     _________________________
Witness                           )
                                  )
                                   Name:     _________________________
                                  )
                                  ) Date:    _________________________

___________________________       ) Per:    _________________________
Witness                           )
                                  ) Name:   _________________________
                                  )
                                  ) Date:   _________________________



___________________________       ) Per:    _________________________
Witness                           )
                                  ) Name:   _________________________
                                  )
                                  ) Date:   _________________________

PRODUCT AGREEMENT #1

Pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT entered into between PEOPLE'S EDUCATION PRESS, ("PEP") and INTERNATIONAL ALPHA MEDIA, INC. ("Alpha") dated the _____ , day of August 2000, the parties agree to enter into this Product Agreement with respect to the Product and agree as follows:

Article 1 The Product

The parties agree to Develop and Produce a Product being works provisionally entitled:

"COMMUNICATIONS: AN INTERACTIVE EFL PROGRAM (GRADES 1 -6)" written and edited by David Booth, Jack Booth, Linda Booth and Larry Swartz and authors and editors to be appointed by PEP.

Article 2 The Market

PEP acknowledges that it has rights with the Ministry of Education to publish and sell English as a Foreign Language student textbooks, teacher guide books, audio cassettes and other related Products under the new curriculum to be implemented September 2001. These rights include the Grades 1 -12 markets in China on a nation-wide basis. PEP agrees that it will publish and sell Alpha's Products on an exclusive basis for the market defined above with the exception of the current EFL series, published by PEP and originally developed with Longmans, which is being revised.

Article 3 Development of the Product

The party responsible for the Development shall be Alpha in conjunction with PEP. The parties agree that Alpha shall produce final manuscripts/content for each specific Product within mutually agreed upon timeline in writing, which will become a schedule and part of this Product Agreement.

Article 4 Production of the Product

The party responsible for Production shall be PEP.

Article 5 Joint Ownership of Copyright in the Product

The copyright in the works of the Product shall be owned jointly by the parties in the PEP Territory only in accordance with the terms hereof and the terms of the above-mentioned agreement. In the event of copyright infringement in the Territory, each party will notify the other party in writing. The parties agree to jointly pursue appropriate action, which may or may not include legal recourse.

Article 6 The Quality of Content of the Product

The parties agree that the quality of the content of the Product shall conform to the syllabus from the Ministry of Education.

Article 7 The Quality of Production of the Product

The parties agree that the quality of production of the Product shall conform to mutually agreed upon standards in writing.

Article 8 The Sale Price of the Product

The parties agree that the List Price of the Product shall not be less than the following:

_____ RMB per unit for each student textbook.

_____ RMB per unit for each teacher guide book

_____ RMB per unit for each audio cassette

_____ RMB per unit for each ________________

_____ RMB per unit for each ________________

_____ RMB per unit for each ________________

Article 9 The Quantity of the Product

The parties agree that PEP shall sell not less than the following quantities per calendar year:

________ units of each student textbook

________ units of each teacher guide book

________ units of each audio cassette

________ units of each _______________

________ units of each _______________

________ units of each _______________

Article 10 Distribution of the Product

The parties agree that PEP shall be responsible for distribution of the Product in the PEP Territory.

Article 11 Places for Promotion of the Product

The parties agree that the Product shall be promoted primarily in the following cities and/or provinces:

Article 12 Authors Copies

The authors shall be furnished free of charge, six (6) copies of the Works as originally published and any additional copies desired by the Authors for their personal use shall be supplied at a discount of thirty-five (35%) percent from sale price.

Article 13 Remuneration of the Parties

The revenues received by the parties from the sales of the Product shall be divided between the parties as follows:

(i) for the sales of finished product by PEP, Alpha shall receive eight percent (8%) based on the Gross Sales and PEP shall retain the balance.

(ii) For the sales of copyrights and/or film rights by PEP, Alpha shall receive forty percent (40%) of the royalties received by PEP and PEP shall retain sixty percent (60%) of the royalties. The copyrights or film rights sales will not be less than a minimum three percent (3%) of the List Price printed on Finished Product(s) shipped.

Each party will be responsible for the remuneration of their authors.

Article 14 Subsidiary Rights

In accordance with the terms of the above mentioned Agreement, the parties have the joint right to exercise and dispose of all subsidiary rights in the Works, now or hereafter known, in all languages, forms and media throughout the world, including the following: rights for translations, quotations, excerpts (including illustrations), reprint editions, and sales of sheets; microfilm, microfiche, recording, filmstrip, motion picture, and broadcasting rights; rights for use in information storage, processing, transmission and retrieval systems. Any net gain received from the disposition of such subsidiary rights shall be divided between PEP and Alpha with sixty percent (60%) to PEP and forty percent (40%) to Alpha, after deducting the costs applicable thereto. Electronic rights are specifically excluded and shall be owned jointly by both parties in the PEP Territory and one hundred percent (100%) by Alpha outside the PEP Territory.

Article 15 Statement of Sales

In accordance with the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, each party shall provide to the other party a Statement of Sales. Each party shall pay to the other party all money due to that party in US dollars within 30 days following June 30th and December 31st of each calendar year being the sales revenue from finished product sales and from copyright and/or film rights sales for the Product in that preceding period of six (6) months.

Article 16 Termination

In accordance with the terms of MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, a Developing Party may, after Development and Production of a Product, terminate the relevant Product Agreement if PEP is not able to sell a minimum number of units per title per calendar year as indicated in Article 9.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

in the presence of:                           INTERNATIONAL ALPHA MEDIA, INC.

___________________________      ) Per:        _________________________________
Witness                          )
                                 ) Name:       _________________________________
                                 )
                                 ) Date:       _________________________________

___________________________      ) Per:        _________________________________
Witness                          )
                                 ) Name:       _________________________________
                                 )
                                 ) Date:       _________________________________

                                               PEOPLE'S EDUCATION PRESS

___________________________      ) Per:        _________________________________
Witness                          )
                                 ) Name:       _________________________________
                                 )
                                 ) Date:       _________________________________

___________________________      ) Per:        _________________________________
Witness                          )
                                 ) Name:      __________________________________
                                 )
                                 ) Date:       _________________________________

PRODUCT AGREEMENT #2

Pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT entered into between PEOPLE'S EDUCATION PRESS, ("PEP") and INTERNATIONAL ALPHA MEDIA, INC. ("Alpha") dated the 8th day of August 2000, the parties agree to enter into this Product Agreement with respect to the Product and agree as follows:

Article 1 The Product

The parties agree to Develop and Produce a Product being works provisionally entitled:

"JUNIOR READING TRAINING SERIES" written and edited by David Booth, Jack Booth, Linda Booth and Larry Swartz and authors and editors to be appointed by PEP.

Article 2 The Market

PEP acknowledges that it has rights with the Ministry of Education to publish and sell English as a Foreign Language supplemental books, teacher guide books, audio cassettes and other related Products. These rights include the Grades 7-12 markets in China on a nation-wide basis. PEP agrees that it will publish and sell Alpha's Products on an exclusive basis for the supplemental reading market only.

Article 3 Development of the Product

The party responsible for the Development shall be Alpha in conjunction with PEP. The parties agree that Alpha shall produce final manuscripts/content for each specific Product within mutually agreed upon timeline in writing, which will become a schedule and part of this Product Agreement.

Article 4 Production of the Product

The party responsible for Production shall be PEP.

Article 5 Joint Ownership of Copyright in the Product

The copyright in the works of the Product shall be owned jointly by the parties in the PEP Territory only in accordance with the terms hereof and the terms of the above-mentioned agreement. In the event of copyright infringement in the Territory, each party will notify the other party in writing. The parties agree to jointly pursue appropriate action, which may or may not include legal recourse.

Article 6 The Quality of Content of the Product

The parties agree that the quality of the content of the Product shall conform to the syllabus from the Ministry of Education.

Article 7 The Quality of Production of the Product

The parties agree that the quality of production of the Product shall conform to mutually agreed upon standards in writing.

Article 8 The Sale Price of the Product

The parties agree that the List Price of the Product shall not be less than the following:

_____ RMB per unit for each supplemental book.

_____ RMB per unit for each audio cassette

_____ RMB per unit for each ________________

Article 9 The Quantity of the Product

The parties agree that PEP shall sell not less than the following quantities per calendar year:

________ units of each supplemental book

________ units of each audio cassette

________ units of each _______________

Article 10 Distribution of the Product

The parties agree that PEP shall be responsible for distribution of the Product in the PEP Territory.

Article 11 Places for Promotion of the Product

The parties agree that the Product shall be promoted primarily in the following cities and/or provinces:

Article 12 Authors Copies

The authors shall be furnished free of charge, six (6) copies of the Works as originally published and any additional copies desired by the Authors for their personal use shall be supplied at a discount of thirty-five (35%) percent from sale price.

Article 13 Remuneration of the Parties

The revenues received by the parties from the sales of the Product shall be divided between the parties as follows:

(i) for the sales of finished product by PEP, Alpha shall receive eight percent (8%) based on the Gross Sales and PEP shall retain the balance.

(ii) For the sales of copyrights and/or film rights by PEP, Alpha shall receive forty percent (40%) of the royalties received by PEP and PEP shall retain sixty percent (60%) of the royalties. The copyrights or film rights sales will not be less than a minimum three percent (3%) of the List Price printed on Finished Product(s) shipped.

Each party will be responsible for the remuneration of their authors.

Article 14 Subsidiary Rights

In accordance with the terms of the above mentioned Agreement, the parties have the joint right to exercise and dispose of all subsidiary rights in the Works, now or hereafter known, in all languages, forms and media throughout the world, including the following: rights for translations, quotations, excerpts (including illustrations), reprint editions, and sales of sheets; microfilm, microfiche, recording, filmstrip, motion picture, and broadcasting rights; rights for use in information storage, processing, transmission and retrieval systems. Any net gain received from the disposition of such subsidiary rights shall be divided between PEP and Alpha with sixty percent (60%) to PEP and forty percent (40%) to Alpha, after deducting the costs applicable thereto. Electronic rights are specifically excluded and shall be owned jointly by both parties in the PEP Territory and one hundred percent (100%) by Alpha outside the PEP Territory.

Article 15 Statement of Sales

In accordance with the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, each party shall provide to the other party a Statement of Sales. Each party shall pay to the other party all money due to that party in US dollars within 30 days following June 30th and December 31st of each calendar year being the sales revenue from finished product sales and from copyright and/or film rights sales for the Product in that preceding period of six (6) months.

Article 16 Termination

In accordance with the terms of MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, a Developing Party may, after Development and Production of a Product, terminate the relevant Product Agreement if PEP is not able to sell a minimum number of units per title per calendar year as indicated in Article 9.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

SIGNED, SEALED AND DELIVERED in the presence of:

___________________________   ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

___________________________   ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

                                             INTERNATIONAL ALPHA MEDIA, INC.

___________________________   ) Per:       _____________________________________
Witness                       )
                              ) Name:      _____________________________________
                              )
                              ) Date:      _____________________________________

___________________________   ) Per:       _____________________________________
Witness                       )
                              ) Name:      _____________________________________
                              )
                              ) Date:      _____________________________________

PRODUCT AGREEMENT # 3

Pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT entered into between PEOPLE'S EDUCATION PRESS, ("PEP") and LINGO MEDIA INTERNATIONAL INC., (formerly "International Alpha Media Inc." now hereinafter called "Lingo Media) dated the___, day of January 2001, the parties agree to enter into this Product Agreement with respect to the Product and agree as follows:

Article 1 The Product

The parties agree to Develop and Produce a Product being works provisionally entitled: "Beginning English For Young Learners!" written by David Booth, Jack Booth, Larry Swartz, Linda Booth, Meng Yanjun, Zhang Lingdi and Lin Li.

Article 2 The Market

PEP acknowledges that it has rights with the Ministry of Education to publish and sell English as a Foreign Language student textbooks, teacher resource books, audio cassettes and other related Products under the new curriculum to be implemented September 2001 or earlier. These rights include the Grades 1 -2 markets in China on a nation-wide basis. PEP agrees that it will publish and sell Lingo Media's Products on an exclusive basis for the market defined above with the exception of the current EFL series, published by PEP and originally developed with Pan Pacific Publishing Co. Ltd (Singapore).

Article 3 Development of the Product

The party responsible for the Development has been Lingo Media. The parties agree that Lingo Media has produced final manuscripts/content for each specific Product and that PEP has the final approval of the manuscript.

Article 4 Production of the Product

The party responsible for Production shall be PEP.

Article 5 Copyright Ownership of the Product

The copyright in the works of the Product shall be owned jointly by the parties in the PEP Territory only, in accordance with the terms hereof. Lingo Media remains 100 percent of the copyright ownership of the Product outside the PEP Territory. In the event of copyright infringement in the PEP Territory, each party will notify the other party in writing. The parties agree to jointly pursue appropriate action, which may or may not include legal recourse.

Article 6 The Quality of Content of the Product

The parties agree that the quality of the content of the Product has conformed to the standards set by the Ministry of Education

Article 7 The Quality of Production of the Product

The parties agree that the quality of production of the Product shall conform to mutually agreed upon standards in writing.

Article 8 The Sale Price of the Product

The parties agree that the List Price of the Product shall not be less than the following:

7 RMB per unit for each student textbook..

_____ RMB per unit for each teacher resource book

7 RMB per unit for each audio cassette

_____ RMB per unit for each ________________

_____ RMB per unit for each ________________

_____ RMB per unit for each ________________

250,000    units of each student textbook

2,500      units of each teacher resource book

250,000    units of each audio cassette

________ units of each _______________

________ units of each _______________

________ units of each _______________

Article 10 Distribution of the Product

The parties agree that PEP shall be responsible for distribution of the Product in the PEP Territory which includes the People's Republic of China.

Article 11 Places for Promotion of the Product

The parties agree that the Product shall be promoted throughout China on a countrywide basis

Article 12 Authors Copies

The authors shall be furnished free of charge, six (6) copies of the Works as originally published and any additional copies desired by the Authors for their personal use shall be supplied at a discount of thirty-five (35%) percent from the List Price.

Article 13 Remuneration of the Parties

The revenues received by the parties from the sales of the Product shall be divided between the parties as follows:

(i) for the sales of finished product by PEP, Lingo Media shall receive ten percent (10%) based on the Gross Sales and PEP shall retain the balance.

(ii) For the sales of copyrights and/or film rights by PEP, Lingo Media shall receive forty percent (40%) of the royalties received by PEP and PEP shall retain sixty percent (60%) of the royalties. The copyrights or film rights sales will not be less than a minimum percentage, which is regulated by the Chinese government, of the List Price printed on Finished Product(s) shipped.

Each party will be responsible for the remuneration of their authors. For Lingo Media, the authors include the Booth author team and for PEP, the authors will include Meng Yanjun, Zhang Lingdi and Lin Li.

Article 14 Subsidiary Rights

In accordance with the terms of the above mentioned Agreement, the parties have the joint right to exercise and dispose of all subsidiary rights in the works for the PEP edition, now or hereafter known, in all languages, forms and media throughout the world, including the following: rights for translations, quotations, excerpts (including illustrations), reprint editions, and sales of sheets; microfilm, microfiche, recording, filmstrip, motion picture, and broadcasting rights; rights for use in information storage, processing, transmission and retrieval systems. Any net gain received from the disposition of such subsidiary rights shall be divided between PEP and Lingo Media with sixty percent (60%) to PEP and forty percent (40%) to Lingo Media, after deducting the costs applicable thereto. Electronic rights are specifically excluded and shall be owned jointly by both parties in the PEP Territory.

Article 15 Statement of Sales

In accordance with the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, PEP shall provide to Lingo Media a Statement of Sales. PEP shall pay to Lingo Media all money due to Lingo Media in US dollars within 30 days following the last day in each of March, June, September and December of each year being the royalty revenue from finished product sales and share of copyright and/or film rights sales revenue for the Product in that preceding period of three (3) months.

Article 16 Termination

In accordance with the terms of MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, a Developing Party may, after Development and Production of a Product, terminate the relevant Product Agreement if PEP is not able to sell a minimum number of units per title per calendar year as indicated in Article 9.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

in the presence of:                          LINGO MEDIA INTERNATIONAL INC.

___________________________     ) Per:        __________________________________
Witness                         )
                                ) Name:       __________________________________
                                )
                                ) Date:       __________________________________

___________________________     ) Per:        __________________________________
Witness                         )
                                ) Name:       __________________________________
                                )
                                ) Date:       __________________________________

                                              PEOPLE'S EDUCATION PRESS

___________________________     ) Per:        __________________________________
Witness                         )
                                ) Name:       __________________________________
                                )
                                ) Date:       __________________________________

___________________________     ) Per:        __________________________________
Witness                         )
                                ) Name:       __________________________________
                                )
                                ) Date:       __________________________________

AMENDMENT TO:

PRODUCT AGREEMENT # 1: DEVELOPMENT, PUBLISHING, SALES AND DISTRIBUTION AGREEMENT

This amendment agreement made the 19 th day of March 2001

Between Party A:

CRAZY ENGLISH of Earnest English Building, East Lane 2, Jingtaizhi Street, Guangzhou, China 510405 ("Crazy English")

-and- Party B:

LINGO MEDIA INTERNATIONAL INC.of `Sunstead', 9 Farringdon Close Paradise Heights, St. James, Barbados ("Lingo Media)

This amendment will be an addendum to the PRODUCT AGREEMENT # 1 for ENGLISH IN BUSINESS COMMUNICATIONS, pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT and replaces Article 13 Remuneration of the Parties on page 2 as follows:

Article 14 Remuneration of the Parties

The revenues received by the parties from the sales of Finished Product in their respective territories shall be divided between the parties as follows:

For the Crazy English Territory:

Lingo Media shall receive (i) ten percent (10%) of the List Price for quantities up to and including 20,000 copies per title; (ii) eleven percent (11%) for quantities greater than 20,001 copies up to and including 30,000 copies per title; and (iii) twelve percent (12%) for quantities greater than 30,0001 copies per title based on the Gross Sales and Crazy English shall retain the balance.

Additionally, Crazy English agrees to pay a one-time non-repayable earned royalty fee as an advance on account payable to Lingo Media in the amount of US $ 43,000.00 within nine (9) months from the date of this Amendment based on Lingo Media's delivery of manuscripts for the balance of the three (3) titles including: English in Presentations, English in Insurance and English in Marketing. This payment is part of the consideration for granting the co-publishing and sales rights to Crazy English for the People's Republic of China on an exclusive basis for the English In Business Communications series and the milestone for this payment is the delivery of the final three (3) manuscripts.

Each Party will be responsible for the remuneration of their authors.

Notwithstanding anything contained in the individual Product Agreement:

For the Lingo Media Territory:

Crazy English shall receive four percent (4%) on net receipts resulting from international sales in the Lingo Media Territory. Furthermore, Lingo Media shall have the sole and exclusive right to produce, publish and sell the Products described in above indicated Product Agreement in volume and audio form in all languages and territories throughout the World, excluding the Crazy English Territory (means, the People's Republic of China excluding Hong Kong, and Macao).

Additionally, in the above-indicated Product Agreement, Subsidiary Rights will be understood to exclude the above-mentioned volume and audio form.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

SIGNED, SEALED AND DELIVERED in the presence of:

___________________________      ) Per:     _________________________
Witness                          )
                                 ) Name:    _________________________
                                 )

___________________________      ) Per:     _________________________
Witness                          )
                                 ) Name:    _________________________
                                 )


___________________________      ) Per:     _________________________
Witness                          )
                                 ) Name:    _________________________
                                 )

PRODUCT AGREEMENT #2

Pursuant to the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT entered into between CRAZY ENGLISH, ("Crazy English") and LINGO MEDIA INTERNATIONAL INC. ("Lingo Media") dated the _____, day of October 2000, the parties agree to enter into this Product Agreement with respect to the Product and agree as follows:

Article 1 The Product

The parties agree that Lingo Media is developing a Product, being six (6) student books and twelve (12) audio cassettes in a series provisionally entitled:"BEGINNING ENGLISH FOR YOUNG LEARNERS" written by David Booth, Jack Booth, Linda Booth & Larry Swartz, and Meng Yanjun, Zhang Lingdi and Lin Li. The six single illustrated student books and accompanying twelve audio cassettes have been licensed to Foreign Language Press for the Beijing educational market only. This agreement is for a substantially revised, colour edition.

Article 2 The Rights, The Market and Term

Crazy English will have exclusive rights and agrees that it will publish and sell a consolidated and revised Product (student books, audiocassettes and any other related Product in the Trade Market only in the Crazy English Territory. The Trade Market is defined as retail bookstores, other retailers, direct to consumer channels and 2nd channels. Crazy English agrees that it will publish and sell the Product for the market defined above. The term of this Product Agreement will be for five (5) years commencing October ___, 2000 and expiring October ____, 2005.

Article 3 Development of the Product

The party responsible for the Development of the product to date has been Lingo Media. The series currently consists of 3 student books illustrated in black and white. The parties to be responsible for the revised edition shall be Lingo Media and Crazy English. Samples of each of the first two (2) books have been delivered to Crazy English. The third book will be delivered in October 2000, together with the first 6 master audio tapes. The party responsible for commissioning and producing new 4 colour illustrations and new book and audiocassette covers will be Crazy English. If, in the opinion of both parties, additional master audio tapes are required to be recorded for this edition of the Product, this additional expense will be the responsibility of Crazy English

Article 4 Production of the Product

The party responsible for Production shall be Crazy English. Crazy English shall produce the Product within sixty (60) days after being supplied with the Product as Developed by Lingo Media unless otherwise agreed between the parties.

Article 5 Joint Ownership of Copyright in the Product

The copyright in the works of the Project shall be owned jointly by the parties for the Crazy English Territory in accordance with the terms hereof and the terms of the above-mentioned agreement. In the event of copyright infringement in the Crazy English Territory, each party will notify the other party in writing. The parties agree to jointly pursue appropriate action, which may or may not include legal recourse.

Article 6 The Quality of Content of the Product

The parties agree that the quality of the content of the Product shall conform to

a) contain new illustrations in a style approved by both parties, b) be produced in four (4) colour c) contain text and/or captions on each page coinciding with the new illustrations d) contain newly designed covers.

a) contain original recordings which may be edited and/or condensed

b) be packaged with newly designed j-cards.

The party responsible for final approval of the quality of the content shall be Lingo Media.

Article 7 The Quality of Production of the Product

The parties agree that the quality of Production of the printed Product shall conform to that of other first class children's educational books currently available, including cover designs, text and cover paper stock, printing quality and binding quality. The recorded Product shall be professionally reproduced on quality audio tape, be wound into quality audiocassette shells and be appropriately labeled.

The party responsible for final approval of the quality of production shall be Lingo Media.

Article 8 The List Price of the Product

The parties agree that the sales price of each component shall not be less than the following

_____ RMB per unit for each book.

_____ RMB per unit for each audiocassette

_____ RMB per unit for each ________________

Article 9 The Quantity of the Product

The parties agree that Crazy English shall, during each twelve (12) month period hereafter for five (5) years, sell not less than the following quantities:

________ units of each book

________ units of each audiocassette

________ units of each _______________

Article 10 Distribution of the Product

The parties agree that Crazy English shall be responsible for distribution of the Product in the Crazy English Territory.

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Article 12 Authors & Co-Publisher Copies

The authors shall be furnished free of charge, six (6) copies of the series as originally published and any additional copies desired by the Authors for their personal use shall be supplied at a discount of thirty-five (35%) percent from List Price. The Co-Publisher, Lingo Media, shall be furnished free of charge 100 (one hundred) copies of the series as originally published and any additional copies desired by Lingo Media for marketing and promotional use shall be supplied at a discount of sixty-five (65%) percent from List Price

Article 13 Remuneration of the Parties

The revenues received by the parties from the sales of Finished Product shall be divided between the parties as follows:

Lingo Media shall receive twelve percent (12%) for quantities up to and including 20,000 copies, eleven percent (11%) for quantities greater than 20,001 copies up to and including 30,000 copies, and ten percent (10%) for quantities greater than 30,0001 copies based on the Gross Sales and Crazy English shall retain the balance for each 12 month period.

Each party will be responsible for the remuneration of their authors.

Article 14 Subsidiary Rights

In accordance with the terms of the above-mentioned Agreement, the parties have the joint right to exercise and dispose of all subsidiary terrestrial rights in the Works for the Crazy English edition, now or hereafter known, in all languages, forms and media throughout the world, including the following: rights for translations, quotations, excerpts (including illustrations), reprint editions, and sales of sheets; microfilm, microfiche, recording, filmstrip, motion picture, and broadcasting rights. Any net gain received from the disposition of such subsidiary rights in the Crazy English Territory shall be divided equally between Crazy English and Lingo Media after deducting the costs applicable thereto. Non-terrestrial rights (Internet, wireless, over-the-air rights for use in information storage, processing, transmission and retrieval systems) are specifically excluded and shall be owned by Lingo Media.

Article 15 Statement of Sales

In accordance with the MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, Crazy English shall provide to Lingo Media party a Statement of Sales. Crazy English shall pay to Lingo Media all money due to Lingo Media in US dollars within 30 days of the last day in each of March, June, September and December of each year from the sales revenue for the Product in that preceding period of three (3) months.

Article 16 Termination

In accordance with the terms of MASTER AGREEMENT TO DEVELOP, PUBLISH AND SELL PRODUCT, a Developing Party may, after Development and Production of a Product, terminate the relevant Product Agreement if Crazy English is not able to sell a minimum number of units per title as indicated in Article 9.

IN WITNESS WHEREOF, each of the Parties have duly executed this Agreement in duplicate by their duly authorized representatives on the dates set forth below.

in the presence of:                         CRAZY ENGLISH

___________________________   ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

___________________________   ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

                                            LINGO MEDIA INTERNATIONAL INC.

___________________________   ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

s___________________________  ) Per:        ____________________________________
Witness                       )
                              ) Name:       ____________________________________
                              )
                              ) Date:       ____________________________________

ESCROW AGREEMENT

(Performance Escrow Agreement)

THIS AGREEMENT made effective this 7th day of May, 1997.

1077431 ONTARIO LIMITED
(herein called " 1077431")

OF THE FIRST PART

- and -

MONTREAL TRUST COMPANY OF CANADA
(herein called the "Trustee")

OF THE SECOND PART

- and -

RICHARD SHERMAN
(herein called "Sherman")

OF THE THIRD PART

WHEREAS Alpha Ventures Inc. ("Ventures") has made an offer to purchase all of the shares of Alpha Corporation ("AC") dated April 9, 1997 (the "Offer"), which Offer was duly accepted by all of the shareholders of AC;

AND WHEREAS 1077431 is a shareholder of Ventures;

AND WHEREAS 1,426,082 common shares of Ventures owned by 1077431 (the "1077431 Shares") are subject to a performance based Form C Escrow Agreement dated as of the date hereof between Ventures, the Trustee and certain other shareholders of Ventures (the "Escrow Agreement ');

AND WHEREAS Sherman owns all of the issued and outstanding securities of 1077431

AND WHEREAS to comply with the requirements of The Alberta Stock Exchange, Sherman is desirous of depositing in escrow all of the issued and outstanding common shares in the capital of 1077431 (the "Escrowed Shares") which escrow shall be based on the performance of Ventures;

AND WHEREAS the Trustee has agreed to undertake and perform its duties according to the terms and conditions hereof;

NOW THEREFORE this agreement witnesses that in consideration of the sum of one dollar ($ 1.00) paid by the parties to each other, receipt of this sum being acknowledged by each of the parties to each other, Sherman covenants and agrees with 1077431 and with the Trustee, and 1077431 and the Trustee covenant and agree each with the other and with Sherman jointly and severally as follows:

I Where used in this agreement or in any amendment of supplement hereto, unless the context otherwise requires, the following words and phrases shall have the following ascribed to them below:

(a) "Cash Flow" means net income derived from the business of Ventures, as shown on the audited financial statements or verified by Ventures' auditors, adjusted for the following add backs:

(1) depreciation,
(2) depletion,
(3) deferred taxes,
(4) amortization of goodwill,
(5) amortization of research and development costs,

(b) "Related Party" means promoters, officers, directors, other insiders of Ventures and any associates or affiliates of the foregoing.

2. Sherman hereby places and deposits in escrow with the Trustee the Escrowed Shares which are represented by the certificates described in Schedule "A" and the Trustee hereby acknowledges receipt of those certificates. Sherman agrees to deposit in escrow any further certificates representing securities in 1077431 which he may receive as a stock dividend on securities hereby escrowed, and to deliver to the Trustee immediately on receipt thereof the certificates for any such further securities and any replacement certificates which may at any time be issued for any escrowed securities.

3. The Parties hereby agree that, subject to the provisions of paragraph 6 herein, the Escrowed Shares and the beneficial ownership of or any interest in them and the certificate representing them (including any replacement securities or certificates) shall not be sold, assigned, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise in any manner dealt with, without the written consent of The Alberta Stock Exchange (hereinafter referred to as the "Exchange") given to the Trustee or except as may be required by reason of the death or bankruptcy of Sherman or the bankruptcy of 1077431, in which case the Trustee shall hold the said certificates subject to this agreement, for whatever person, or company shall be legally entitled to become the registered owner thereof.

4. Sherman directs the Trustee to retain the Escrowed Shares and the certificates (including any replacement securities or certificates) representing them and not to do or cause anything to be done to release them from escrow or to allow any transfer, hypothecation or alienation thereof, without the written consent of the Exchange. The Trustee accepts the responsibilities

placed on it by this agreement and agrees to perform them in accordance with the terms of this Agreement and the written consent, orders or directions of the Exchange.

5 Sherman may apply to the Exchange for a consent for a transfer within escrow and shall, before applying, give reasonable notice in writing of his intention to 1077431 and the Trustee.

6 (a) The Exchange will consent to the release from escrow of one share for each $0.20 of Cash Flow.

(b) Any release from escrow under this paragraph 6 shall be made pursuant to a written application of behalf of 1077431 or Sherman, which application shall be accompanied by evidence of the Cash Flow received in a form satisfactory to the Exchange. Application for release may only be made once per year and may only relate to Cash Flow received in the preceding fiscal year or the fiscal years of Ventures since the last release from escrow pursuant to this agreement, whichever is greater.

(c) Notwithstanding subparagraph (b) above, the maximum number of shares to be released from escrow in any year shall be one-third of the original number of shares held in escrow.

7. A release from escrow of all or part of the Escrowed Shares shall terminate this agreement only in respect to those securities so released. For greater certainty this paragraph does not apply to securities transferred within escrow.

8. Sherman shall, if a dividend is declared by 1077431 while the Escrowed Shares or any of them continue to be held in escrow under this Agreement, renounce and release any right to receive payment of the dividend on the shares then held in escrow.

9. If 1077431 is wound up and any securities remain in escrow under this agreement at the time when a distribution of assets to holders of securities is made by the liquidator, Sherman shall assign his right to receive that part of the distribution which is attributable to the escrowed securities to the Trustee, for the benefit of, and in trust for the persons and companies who are then holders of free securities in 1077431 rateably in proportion to their holdings.

10. (a) In the event that any or all of the business of Ventures has become of little value or no value, Ventures shall declare the occurrence of that event, with full particulars thereof, to the Exchange by a resolution of its directors;

(b) Sherman agrees with 1077431 and the Trustee that in the event of such diminution of value, the securities held in escrow shall not be cancelled or released from escrow, in whole or in part, except with the consent of the Exchange.

(c) The Exchange may, in its sole discretion, having regard to the value of the property as ultimately established and such other circumstances as it may consider relevant,

determine the number of securities to be cancelled or released and shall communicate its decision in writing to the Trustee. If the Exchange determines that less than all the securities then held in escrow shall be cancelled or released shall be taken rateably from the escrowed security holding of Sherman, unless the Exchange otherwise directs Sherman, with the consent of the Exchange, otherwise agree in writing.

(d) On receipt by the Trustee of a determination to cancel, Sherman shall tender the required number of escrowed securities to 1077431 by way of gift for cancellation and, 1077431 shall thereupon take the necessary action, by way of reduction of capital or otherwise, to cancel them, and the certificates for these securities shall be delivered up for cancellation.

(e) Sherman undertakes and agrees to vote and cause to be voted his securities in a manner consistent with the terms, conditions and intent of this agreement in relation to the aforesaid giving back of securities for cancellation.

11. Notwithstanding paragraphs 6 and 10, any shares remaining in escrow on the fifth anniversary of the date of this agreement, unless otherwise exempted in writing by the Exchange, shall be cancelled by the Trustee within 6 months of the said fifth anniversary.

12. All voting rights attached to the escrowed securities shall at all times be exercised by Sherman.

13. Sherman and 1077431 hereby jointly and severally agree to and do hereby release and indemnify and save harmless the Trustee from and against all claims, suits, demands, costs, damages and expenses which may be occasioned by reason of the Trustee's compliance in good faith with the terms hereof.

14. 1077431 hereby acknowledges the terms and conditions of this Agreement and agrees to take all reasonable steps to facilitate its performance and to pay the Trustee's proper charges for its services as trustee of this escrow.

15. If the Trustee should wish to resign, it shall give at least 6 months' notice to 107743 1 which may, with the written consent of the Exchange, by writing appoint another Trustee in its place and such appointment shall be binding on Sherman, and the new Trustee shall assume and be bound by the obligations of the Trustee hereunder.

16. The covenants of Sherman with 1077431 in this agreement are made with 1077431 both in its own right and as trustee for the holders from time to time of free securities in 1077431, and may be enforced not only by 10777431 but also by any holder of free securities.

17. This agreement may be executed in several parts of the same form and the parts as so executed shall together constitute one original agreement, and the parts, if more than one, shall be read together and construed as if all the signing parties hereto had executed one copy of this agreement.

18. Wherever the singular or masculine is used, the same shall be construed to include the plural or feminine or neuter where the context so requires.

19. This agreement shall enure to the benefit of and be binding on the parties to this agreement and each of their heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF 1077431 and the Trustee have caused their respective corporate seals to be hereto affixed and Sherman has hereto set his hand and seal.

1077431 ONTARIO LIMITED
per: _________________________________

per: _________________________________

MONTREAL TRUST COMPANY OF CANADA

per: _________________________________

per: _________________________________

                                  SCHEDULE "A"

Name of Security Holder and                            Number of Securities   Certificate Numbers of
address                        Type of Securities      Escrowed               Escrowed Securities

Richard Sherman                 Common Shares             1,426,082                 C-6

ESCROW AGREEMENT

(Performance Escrow Agreement)

THIS AGREEMENT made effective this 7th day of May, 1997.

KRAFT INVESTMENTS CORP.
(herein called "KIC')

OF THE FIRST PART

- and -

MONTREAL TRUST COMPANY OF CANADA
(herein called the "Trustee")

OF THE SECOND PART

- and -

MICHAEL P. KRAFT & ASSOCIATES INC.
(herein called "Kraft Inc.")

OF THE THIRD PART

WHEREAS Alpha Ventures Inc. ("Ventures") has made an offer to purchase all of the shares of Alpha Corporation ("AC") dated April 9, 1997 (the "Offer"), which Offer was duly accepted by all of the shareholders of AC;

AND WHEREAS KIC is a shareholder of Ventures;

AND WHEREAS 1,315,132 common shares of Ventures owned by KIC (the "KIC Shares") are subject to a performance based Form C Escrow Agreement dated as of the date hereof between Ventures, the Trustee and certain other shareholders of Ventures (the "Escrow Agreement");

AND WHEREAS Kraft Inc. owns all of the issued and outstanding securities of
KIC;

AND WHEREAS to comply with the requirements of The Alberta Stock Exchange, Kraft Inc. is desirous of depositing in escrow all of the securities in KIC owned by it (the "Escrowed Shares") which escrow shall be based on the performance of Ventures;

AND WHEREAS the Trustee has agreed to undertake and perform its duties according to the terms and conditions hereof;

NOW THEREFORE this agreement witnesses that, in consideration of the sum of one dollar ($1.00) paid by the parties to each other, receipt of this sum being acknowledged by each of the parties to each other, Kraft Inc. covenants and agrees with KIC and with the Trustee, and KIC and the Trustee covenant and agree each with the other and with Kraft Inc. jointly and severally as follows:

1 Where used in this agreement, or in any amendment of supplement hereto, unless the context otherwise requires, the following words and phrases shall have the following ascribed to them below:

(a) "Cash Flow" means net income derived from the business of Ventures, as shown on the audited financial statements or verified by Ventures' auditors, adjusted for the following add backs:

(1) depreciation,
(2) depletion,
(3) deferred taxes,
(4) amortization of goodwill,
(5) amortization of research and development costs.

(b) "Related Party" means promoters, officers, directors, other insiders of Ventures and any associates or affiliates of the foregoing.

2 Kraft Inc. hereby places and deposits in escrow with the Trustee the Escrowed Shares which are represented by the certificates described in Schedule "A" and the Trustee hereby acknowledges receipt of those certificates. Kraft Inc. agrees to deposit in escrow any further certificates representing securities in KIC which it may receive as a stock dividend on securities hereby escrowed, and to deliver to the Trustee immediately on receipt thereof the certificates for any such further securities and any replacement certificates which may at any time be issued for any escrowed securities.

3. The Parties hereby agree that, subject to the provisions of paragraph 6 herein, the Escrowed Shares and the beneficial ownership of or any interest in them and the certificate representing them (including any replacement securities or certificates) shall not be sold, assigned, hypothecated, alienated, released from escrow, transferred within escrow, or otherwise in any manner dealt with, without the written consent of The Alberta Stock Exchange (hereinafter referred to as the "Exchange") given to the Trustee or except as may be required by reason of the death or bankruptcy of Michael P. Kraft or the bankruptcy of either Kraft Inc. or KIC, in which case the Trustee shall hold the said certificates subject to this agreement, for whatever person, or company shall be legally entitled to become the registered owner thereof.

4. Kraft Inc. directs the Trustee to retain the Escrowed Shares and the certificates (including any replacement securities or certificates) representing them and not to do or cause anything to be done to release them from escrow or to allow any transfer, hypothecation or alienation

relevant, determine the number of securities to be cancelled or released and shall communicate its decision in writing to the Trustee. If the Exchange determines that less than all the securities then held in escrow shall be cancelled or released shall be taken rateably from the escrowed security holding of Kraft Inc., unless the Exchange otherwise directs Kraft Inc., with the consent of the Exchange, otherwise agree in writing.

(d) On receipt by the Trustee of a determination to cancel, Kraft Inc. shall tender the required number of escrowed securities to KIC by way of gift for cancellation and, KIC shall thereupon take the necessary action, by way of reduction of capital or otherwise, to cancel them, and the certificates for these securities shall be delivered up for cancellation.

(e) Kraft Inc. undertakes and agrees to vote and cause to be voted its securities in a manner consistent with the terms, conditions and intent of this agreement in relation to the aforesaid giffing back of securities for cancellation.

11. Notwithstanding paragraphs 6 and 10, any shares remaining in escrow on the fifth anniversary of the date of this agreement, unless otherwise exempted in writing by the Exchange, shall be cancelled by the Trustee within 6 months of the said fifth anniversary.

12 All voting rights attached to the escrowed securities shall at all times be exercised by Kraft Inc.

13. Kraft Inc. and KIC hereby jointly and severally agree to and do hereby release and indemnify and save harmless the Trustee from and against all claims, suits, demands, costs, damages and expenses which may be occasioned by reason of the Trustee's compliance in good faith with the terms hereof.

14. KIC hereby acknowledges the terms and conditions of this Agreement and agrees to take all reasonable steps to facilitate its performance and to pay the Trustee's proper charges for its services as trustee of this escrow.

15 If the Trustee should wish to resign, it shall give at least 6 months' notice to KIC which may, with the written consent of the Exchange, by writing appoint another Trustee in its place and such appointment shall be binding on Kraft Inc., and the new Trustee shall assume and be bound by the obligations of the Trustee hereunder.

16. The convenants of Kraft Inc. with KIC in this agreement are made with KIC both in its own right and as trustee for the holders from time to time of free securities in KIC, and may be enforced not only by KIC but also by any holder of free securities.

17. This agreement may be executed in several parts of the same form and the parts as so executed shall together constitute one original agreement, and the parts, if more than one,

shall be read together and construed as if all the signing parties hereto had executed one copy of this agreement.

18. Wherever the singular or masculine is used, the same shall be construed to include the plural or feminine or neuter where the context so requires.

19. This agreement shall enure to the benefit of and be binding on the parties to this agreement and each of their heirs, executors, administrators, successors and assigns.

IN WITNESS WHEREOF KIC, Kraft Inc. and the Trustee have caused their respective corporate seals to be hereto affixed.

KRAFT INVESTMENTS CORP.

per:

MONTREAL TRUST COMPANY OF CANADA

per:

per:

                                  SCHEDULE "A"


Name of Security Holder and                                  Number of Securities      Certificate Numbers of
address                              Type of Securities      Escrowed                  Escrowed Securities

Michael P. Kraft & Associates          Common Shares             1,315,132                     #7
Inc.